Consent and Direction Clause Samples
The 'Consent and Direction' clause establishes that certain actions or decisions under the agreement require the explicit approval or instruction of a specified party. In practice, this means that one party must obtain written or documented consent from the other before proceeding with particular activities, such as disclosing confidential information or making significant changes to the project scope. This clause ensures that both parties maintain control over key aspects of the relationship, preventing unauthorized actions and promoting clear communication and mutual agreement.
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Consent and Direction. By its signature below, each of the Lenders, collectively constituting 100% of the Lenders, hereby consents to the terms of this Agreement and directs the Administrative Agent to consent to the terms of this Agreement and to direct the Security Trustee to execute this Agreement and take any and all further action necessary or appropriate to give effect to the transactions contemplated hereby. In reliance on the immediately preceding sentence, by its signature below, the Administrative Agent hereby consents to the terms of this Agreement and directs the Security Trustee to execute this Agreement and to take any and all further action necessary or appropriate to give effect to the transactions contemplated thereby.
Consent and Direction. Pursuant to Sections 6.05 and 9.02 of the Indenture, the Holder hereby (i) represents that it is the sole holder of outstanding Securities, (ii) consents to the release of Liens and guarantees as set forth in Article 2 and Article 3 of this Supplemental Indenture, (iii) consents to the amendments set forth in this Supplemental Indenture, and (iv) directs the Trustee and Collateral Agent to enter into this Supplemental Indenture.
Consent and Direction. The Lenders party hereto representing all Lenders hereby authorize and direct the Administrative Agent to execute and deliver this Amendment.
Consent and Direction. (i) Each of the Lenders and Funding Agents party hereto hereby consents to this Amendment and authorizes and directs the Administrative Agent to execute and deliver this Amendment.
(ii) The Lenders party hereto representing the Majority Lenders hereby consent to this Amendment and hereby authorize and direct the Administrative Agent to execute and deliver this Amendment.
Consent and Direction. (a) Each of the Agent, the Borrower, the Manager and the Servicer hereby authorizes and, as applicable, directs the Paying Agent, the Back-Up Servicer and the Transition Manager to execute and deliver this Amendment.
(b) The Lenders party hereto representing all Lenders hereby authorize and direct the Agent to execute and deliver this Amendment.
Consent and Direction. By its signature below, each of the Purchasers, collectively constituting 100% of the Purchasers, hereby consents to the terms of this Agreement and directs the Administrative Agent to consent to the terms of this Agreement and to direct the Security Trustee to execute this Agreement and take any and all further action necessary or appropriate to give effect to the transactions contemplated hereby. In reliance on the immediately preceding sentence, by its signature below, the Administrative Agent hereby consents to the terms of this Agreement and directs the Security Trustee to execute this Agreement and to take any and all further action necessary or appropriate to give effect to the transactions contemplated thereby.
Consent and Direction. The Required Lenders hereby consent to, and direct the Administrative Agent to consent to, and the Administrative Agent hereby consents to, the execution and delivery on the date hereof of (a) the 2017-1A SUBI Subservicing Agreement, (b) the Second Tier Purchase Agreement, (c) the omnibus amendment to the First Tier Purchase Agreements that were executed on the Closing Date, (d) the first amendment to the 2017-1A SUBI Supplement, and (e) such other documents as are reasonably necessary to be executed and delivered in connection therewith and herewith.
Consent and Direction. A. Effective as of the Amendment No. 2 Signing Date, for purposes of the Existing Credit Agreement and the Amended Credit Agreement and the other Loan Documents, and notwithstanding anything to the contrary set forth in any Loan Document, the Lenders party hereto (constituting the Required Lenders) hereby consent to the Amendment No. 2 Transactions (including, without limitation, the TopGolf Release (as defined below)). Without limiting the foregoing, the Administrative Agent and the Lenders party hereto (constituting the Required Lenders) hereby agree that the consummation of the Amendment No. 2 Transactions shall not, directly or indirectly, result in the occurrence of any Default or Event of Default under the Existing Credit Agreement, the Amended Credit Agreement or any other Loan Documents.
B. Effective as of the Amendment No. 2 Signing Date, each Lender party hereto hereby irrevocably authorizes and instructs the Administrative Agent to, and the Administrative Agent shall, in each case, upon the consummation of the Topgolf Sale: release (x) (i) Topgolf and each Subsidiary thereof and (ii) Topgolf Holdco and each Subsidiary thereof (collectively, the “Released Loan Parties”) from their respective obligations under the Loan Guaranty and (y) any and all Liens granted to or held by the Administrative Agent under any Loan Document on (i) any property of the Released Loan Parties constituting, immediately prior to the Topgolf Sale, Collateral and (ii) any Capital Stock in any of the Released Loan Parties constituting, immediately prior to the Topgolf Sale, Collateral. This paragraph is referred to herein as the “Topgolf Release”.
C. As used herein “Amendment No. 2 Transactions” means (a) the Reorganization (as defined in the Topgolf Purchase Agreement), (b) the Topgolf Sale, (c) the TopGolf Release, (d) the designation of Topgolf Holdco and each of its Subsidiaries as an Unrestricted Subsidiary and (e) the incurrence of Indebtedness and granting of Liens by Topgolf Holdco and/or any of its Subsidiaries, in each case of clauses (a)-(e) above, substantially concurrently with the consummation of the Topgolf Sale in order to effectuate the Topgolf Sale and the transactions contemplated by the Topgolf Purchase Agreement.
Consent and Direction. If you are in agreement with the amendments set forth in the Seventh Amendment and subject to the conditions set forth herein and the execution of satisfactory amendment documentation, kindly execute and return to the Administrative Agent, by no later than 5:00 p.m. EST on December 5, 2023, your executed signature page to this Amendment Request No. 7, a form of which is attached hereto. Your return of such executed signature page to the Administrative Agent authorizes and directs the Administrative Agent to deliver the Seventh Amendment on your behalf. WDB HOLDING PA, INC. By: Millstreet Capital Management LLC, its Sub- Investment Manager MILLSTREET CREDIT FUND LP By: Millstreet Capital Partners LLC, its General Partner VR Global Partners, L.P.
Consent and Direction. 2.1 consent to the following:
(a) the Caribe Sale ; provided that the cash proceeds thereof -------- ---- received upon consummation of the Caribe Sale are used for the purposes set forth on Exhibit A attached hereto and made a part hereof and any cash proceeds --------- thereof received after consummation of the Caribe Sale under Section 4.2(b) of the Asset Purchase Agreement retained by Caribe as set forth on Exhibit A shall --------- be deemed applied as part of the $10,000,000 permitted to be retained by the Borrowers under the "fourth" application described in Section 4.01(b)(ix)(A) ---------------------- unless $10,000,000 of Net Cash Proceeds of Sale from Designated Asset Sales has theretofore been so applied, in which case such Net Cash Proceeds received after consummation of the Caribe Sale shall be applied as required by Section ------- 4.01(b)(ix); ------------
(b) the incurrence by Parent of the Accommodation Obligation in favor of the Buyer under Section 15.14 of the Asset Purchase Agreement;
(c) the terms of that certain Amendment and Consent Agreement No. 9 for Lease Agreement and Certain Other Operative Agreements dated as of May 21, 2001 and that certain