Consent and Agreement. An original of a Consent and Agreement duly executed by such Subsidiary, pursuant to which such Subsidiary consents and agrees to become a “Credit Party” hereunder and to be bound by the terms and conditions of this Agreement and all other Loan Documents;
Consent and Agreement. The Consent and Agreement dated as of May 1, 1997 executed by the Manufacturer. Consent and Guaranty. The Consent and Guaranty of the Manufacturer attached to the Purchase Agreement.
Consent and Agreement. The Consent and Agreement dated as of October 26, 1995, executed by the Manufacturer, as the same may be amended, modified or supplemented from time to time.
Consent and Agreement. (a) The Obligor hereby acknowledges and consents to the assignment by the Assignor of all of Assignor’s right, title and interest in the Assigned Agreement (including, to the extent the Assignor has such rights, title and interest, the rights, title and interest with respect to each form of credit support for performance of security provided in connection with the Assigned Agreement) to the Security Trustee as collateral security for the payment and performance by the Assignor of its obligations under the Finance Documents.
(b) The Obligor acknowledges the right of the Security Trustee, in connection with a security enforcement action, upon the occurrence and during the continuance of an Event of Default (as defined under the Finance Documents) that has been declared pursuant to and in accordance with the Finance Documents, as of the date of delivery by the Security Trustee of written notice stating that it is taking such security enforcement action and describing such Event of Default to Obligor and until the delivery by the Security Trustee of written notice that such Event of Default is no longer continuing, to exercise and enforce all rights of the Assignor under the Assigned Agreement in accordance with the terms of the Assigned Agreement.
(c) In connection with a security enforcement action upon the occurrence and during the continuance of an Event of Default that has been declared pursuant to the Finance Documents and the exercise by the Security Trustee of any of the remedies set forth in the Security Document, the Security Trustee may, in accordance with the Security Document, assign its rights and interests and the rights and interests of the Assignor under the Assigned Agreement to any person that (i) is a purchaser or transferee of the Project Facilities and (ii) assumes all of the obligations of the Assignor under the Assigned Agreement. Prior to any such assignment, the Security Trustee shall provide written notice of such Event of Default and exercise of remedies by the Security Trustee to Obligor, and acquire any and all regulatory approvals or waivers necessary to effectuate such assignment.
(d) The Obligor acknowledges and agrees, notwithstanding anything to the contrary contained in the Assigned Agreement, that neither of the following events shall constitute a default by the Assignor under the Assigned Agreement or require the consent of the Obligor: (i) the construction or operation of the Project Facilities by or on behalf of the Secu...
Consent and Agreement. SDG&E and the Assignor hereby agree that, so long as any obligations of the Assignor under the Credit Agreement and the Security Agreement remain outstanding:
Consent and Agreement. The undersigned hereby: (a) consent to the assignments and assumptions provided for in Sections 1 and 2 above; (b) agree that, as to any of the Underwriting Agreements, Selling Agreements, or Participation Agreements to which SLDI is a party, SLDI shall no longer be a party for any purpose; (c) agree that JNLD shall be a party to each of those agreements in SLDI’s name, place, and stead for all purposes; (d) agree that all references to any predecessor of Xxxxxxx® in any Underwriting Agreement, Selling Agreement, or Participation Agreement (including in any exhibits, supplements, attachments, assignments or other appurtenances thereof or thereto, or in any amendments to any of the foregoing) shall be deemed to refer instead to Xxxxxxx®; (e) agree that all references to SLDI (or to SDI or any other predecessor underwriter) in any of such documents shall be deemed to refer instead to JNLD; (f) agree that all references in any of such documents to the address of any predecessor of Jackson® shall mean instead the following address of Jackson®: Xxxxxxx National Life Insurance Company 0 Xxxxxxxxx Xxx Lansing, Michigan 48951 Attn: Xxxxxx X. Xxxxx Senior Vice President and General Counsel and (g) agree that all references in any of such documents to the address of SLDI (or of SDI or any other predecessor underwriter) shall mean instead the following address of JNLD: Xxxxxxx National Life Distributors LLC 0000 Xxxxxxxxxx Xxx Denver, Colorado 80237 Attn: Xxxxxxx X. Xxxxxxx President
Consent and Agreement. 1. The Administrative Agent and the Lenders hereby (i) consent to the execution and delivery of the Senior Notes Indenture (including the guarantees set forth therein), the issuance of the Senior Notes and the use of the proceeds thereof to redeem the Senior Subordinated Notes (notwithstanding any Lien that the Administrative Agent and the Lenders may have in such proceeds) and prepay the Revolving Credit Loans as hereinafter provided, (ii) subordinate all Liens that they may have under any Loan Document in the Senior Subordinated Note Redemption Proceeds (as hereinafter defined) to the Lien of the Subordinated Notes Trustee solely for the benefit of the holders of the Senior Subordinated Notes and (iii) consent to the amendment of the Senior Subordinated Note Indenture in the form attached hereto as Exhibit A, subject in each such case to the conditions (which are in addition to those set forth in Article V hereof) that, simultaneously with the issuance of the Senior Notes, and in no event later than April 30, 2001, (x) SMI shall deliver or caused to be delivered to the Senior Subordinated Note Trustee the Redemption Documents together with immediately available Dollars in an amount, not to exceed $114,000,000, equal to the amount required to redeem all outstanding Senior Subordinated Notes on or before June 30, 2001 (such funds, the “Senior Subordinated Note Redemption Proceeds”) and the Administrative Agent shall have received satisfactory evidence thereof, (y) SMI shall deliver to the Administrative Agent for application to the prepayment of any outstanding Revolving Credit Loans immediately available Dollars in an amount equal to the excess of the net proceeds of the Senior Notes over the amount delivered to the Subordinated Note Trustee pursuant to the immediately preceding clause (x) and shall permanently reduce the Aggregate Maximum Revolving Credit Amount to $85,000,000, and (z) no Loan Party shall have granted a Lien in any of its property or assets to the Senior Notes Trustee or any Senior Notes Holder. The parties hereto hereby acknowledge and agree that a failure by SMI to comply with the conditions set forth in the immediately preceding sentence shall be an Event of Default (as defined in the Agreement) and that in such event or in the event that all of the outstanding Senior Subordinated Notes are not redeemed on or before June 30, 2001, the subordination of such Lien shall be void ab initio and of no force and effect. The Administrative Age...
Consent and Agreement. Notwithstanding anything to the contrary in the Credit Documents, the Lenders hereby consent to (i) the redemption of the Senior Notes by the Company pursuant to a Qualifying Senior Notes Redemption, (ii) the payment of the Qualifying IPO Payment and (iii) the redemption by Holdings of all preferred stock of Holdings pursuant to a Qualifying Preferred Stock Redemption. The Company hereby agrees to consummate a Qualifying Senior Notes Redemption concurrently with the consummation of a Qualifying IPO.
Consent and Agreement. (a) Subject to the terms and conditions set forth herein, effective upon the occurrence of the Second Amendment Effective Date, the parties hereto agree that, notwithstanding anything else in the Credit Agreement to the contrary, (i) the Loan Parties shall not have to comply with the (a) Minimum Consolidated EBITDA test set forth in Section 6.18 of the Credit Agreement (as in effect prior to this Amendment) for the Measurement Period ending March 31, 2024, (b) Minimum Liquidity test set forth in Section 6.19 of the Credit Agreement (as in effect prior to this Amendment) for the months ending March 31, 2024 and April 30, 2024 and (ii) the financial statements to be delivered for the month ending March 31, 2024 pursuant to Section 5.09.2, together with the Compliance Certificate to be delivered in connection therewith pursuant to Section 5.09.5, shall not be due until the Second Amendment Effective Date. Each Loan Party acknowledges and agrees that the consent contained in the foregoing shall not waive or amend (or be deemed to be or constitute an amendment to or waiver of) any other covenant, term or provision in the Credit Agreement or hinder, restrict or otherwise modify the rights and remedies of the Lenders and the Administrative Agent following the occurrence of any other present or future Default or Event of Default under the Credit Agreement or any other Credit Document.
(b) On or before May 24, 2024 (or such later date as the Administrative Agent may agree in its sole discretion), the Loan Parties shall engage (the scope of which engagement shall be reasonably satisfactory to the Administrative Agent), at the sole cost and expense of the Loan Parties, an independent consulting firm acceptable to the Administrative Agent in the exercise of its sole and absolute discretion (the “Consultant”), who shall be directed by, and report solely to, the Administrative Agent, to evaluate and confidentially advise the Administrative Agent with respect to the operations and financial affairs of the Loan Parties and their Subsidiaries during the Ratio Adjustment Period. Borrower and each other Loan Party shall, and shall cause their Subsidiaries to, during the Ratio Adjustment Period, cooperate with the Consultant, promptly furnishing or granting it access to the Loan Parties and Subsidiaries books, records, documents and financial information during reasonable business hours and promptly respond to the Consultant’s questions or requests for information.
(c) On or ...
Consent and Agreement. A Consent and Agreement with respect to each Contract Station as of the Fourth Restatement Effective Date, duly executed and delivered by each of the parties thereto (subject to clause (c)(vi) below).
