Consent and Limited Waiver Sample Clauses

Consent and Limited Waiver. (a) Subject to the satisfaction or waiver in writing of the conditions precedent set forth in Section 4 hereof, each of the Administrative Agent and the Lenders party hereto hereby, in reliance on the representations and warranties set forth herein, the covenant set forth in Section 1(b) hereof, and the facts and circumstances disclosed to the Credit Parties on or before the Amendment Effective Date, (i) agrees that, upon the occurrence of the Amendment Effective Date, and notwithstanding anything to the contrary set forth in the Credit Agreement or any other Loan Document, the Specified Transactions are consented to and approved in all respects and (ii) waives compliance with any applicable provisions of any Loan Document that would prohibit the consummation of the Specified Transactions, solely as any such provisions apply to the consummation of the Specified Transactions; provided that (x) with respect to the Specified Investment (as defined in Schedule 1), such Specified Investment shall occur no later than the closing date set forth in the Purchase and Sale Agreement, dated as of February 2, 2023, by and among FE, FET and North American Transmission Company II LLC (the “Purchase Agreement”), including any extensions thereto as set forth in the Purchase Agreement as of the date hereof, and (y) the Borrowers hereby agree to take all steps reasonably necessary to protect, preserve and maintain the Lenders’ rights and remedies under the Credit Agreement and the other Loan Documents. (b) The Borrowers agree that prior to, or simultaneously with, the consummation of the Specified Transactions, FET LLC (as defined in Schedule 1) shall assume all of FET’s obligations under the Credit Agreement and the other Loan Documents to which it is a party, pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, which documentation shall include deliverables and matters of the type delivered by the Borrowers and provided for in connection with the effectiveness of the Existing Credit Agreement. Each of the parties hereto agrees that the failure to comply with the covenant set forth in this Section 1(b) shall constitute an immediate Event of Default under the Credit Agreement.

Consent and Limited Waiver. Subject to the satisfaction or waiver in writing of the conditions precedent set forth in Section 3 hereof, each of the Administrative Agent and the Lenders party hereto hereby, in reliance on the representations and warranties set forth herein, and the facts and circumstances disclosed by the Credit Parties on or before the Amendment Effective Date (as defined below), (i) agrees that, upon the occurrence of the Amendment Effective Date, and notwithstanding anything to the contrary set forth in the Credit Agreement or any other Loan Document, the Specified Transactions are consented to and approved in all respects and (ii) waives compliance with any applicable provisions of any Loan Document that would prohibit the consummation of the Specified Transactions, solely as any such provisions apply to the consummation of the Specified Transactions; provided that (x) the sale of equity interests of FirstEnergy Transmission, LLC (“FET”) to North American Transmission Company II L.P. (the “Sponsor”) up to an amount that would not result in the Sponsor owning, at any time, more than 49.9% of the total outstanding equity interests of FET shall occur no later than January 31, 2024, unless such date is otherwise extended in writing by FirstEnergy Corp. (“FE”) and the Sponsor and (y) the Borrowers hereby agree to take all steps reasonably necessary to protect, preserve and maintain the Lenders’ rights and remedies under the Credit Agreement and the other Loan Documents.

Consent and Limited Waiver. Subject to the terms and conditions set forth in this Amendment, (a) Agent and Lenders hereby consent to: (i) Alarm Funding’s formation of a Subsidiary, CastleRock, in accordance with the terms of the CastleRock Stockholder Agreement (as hereinafter defined) in effect prior to the Third Amendment Effective Date (as hereinafter defined); (ii) Alarm Funding’s ownership in CastleRock in accordance with the terms of the CastleRock Stockholder Agreement in effect prior to the Third Amendment Effective Date;

Consent and Limited Waiver. Notwithstanding anything to the contrary contained in the Loan Agreement or the other Loan Documents, in reliance on the representations, warranties, covenants and agreements contained herein, the Credit Parties and the Lender hereby agree as follows: (a) So long as the Credit Parties at all times comply with the PPP Conditions (as defined herein), the Lender hereby: (i) consents to the Credit Parties applying for, obtaining and incurring the PPP

Consent and Limited Waiver. 2.01. Upon the effectiveness of this Amendment, the Lenders hereby consent to the consummation of the Acquisition and waive (a) the restrictions set forth in Sections 6.3(D) and (G) of the Credit Agreement solely with respect to the consummation of the Acquisition.

Consent and Limited Waiver. 3.1 The Lenders hereby consent to the Proposed Terms. The Lenders hereby waive: (a) the requirement of SECTION 6.10 of the Credit Agreement to the extent that following the Proposed Acquisition Sav Max would be required to execute and deliver a Guaranty; (b) the limitation on Liens set forth in SECTION 7.1 of the Credit Agreement to the extent that the retention of the Sav Max Indebtedness would constitute a breach thereof and cause an Event of Default; (c) the limitation on Investments set forth in SECTION 7.2 of the Credit Agreement to the extent that the Proposed Acquisition would constitute a breach thereof and cause an Event of Default; (d) the limitation on Indebtedness set forth in SECTION 7.3 of the Credit Agreement to the extent that the retention of the Sav Max Indebtedness or the Proposed Debt Restructure and the incurrence of any unsecured Contingent Obligation of the Borrower or any of its Subsidiaries in support thereof, would constitute a breach thereof and cause an Event of Default; (e) the limitation on transactions with Affiliates set forth in SECTION 7.7 of the Credit Agreement to the extent that the Proposed Acquisition, the retention of the Sav Max Indebtedness, the Proposed Sale or the Proposed Debt Restructure would constitute a breach thereof and cause an Event of Default; and (f) the limitation on negative pledge clauses set forth in SECTION 7.12 of the Credit Agreement to the extent that the retention of the Sav Max Indebtedness would cause a breach thereof and cause an Event of Default. 3.2 The Lenders hereby acknowledge that as required by SECTION 7.5 of the Credit Agreement, the Borrower has provided prior written notice of its intent to acquire Sav Max for the purpose of transferring the assets of Sav Max to one or more member-patrons of the Borrower.

Consent and Limited Waiver. 4.01 Upon the effectiveness of this Amendment (including the satisfaction of the conditions set forth in Section 3.01 hereof) and the receipt of the sale documentation between Borrower and the purchaser of Mortgaged Property and all other documents executed in connection therewith, in form and substance acceptable to Agent, Agent and the Lenders hereby consent to the Proposed Sale Transaction which would otherwise cause a violation of Section 7.3 and agree to release its lien on the Mortgaged Property being sold in such Proposed Sale Transaction. 4.02 Except as set forth in Section 4.01 hereof, nothing contained herein shall be construed as a waiver by Agent or any Lender of any covenant or provision of the Loan Agreement, the other Loan Documents, this Amendment, or of any other contract or instrument between Borrower, Agent and/or any Lender, and Agent’s or any Lender’s failure at any time or times hereafter to require strict performance by Borrower of any provision thereof shall not waive, affect or diminish any right of Agent and/or any Lender to thereafter demand strict compliance therewith. Agent and Lenders hereby reserve all rights granted under the Loan Agreement, the other Loan Documents, this Amendment and any other contract or instrument between Borrower, Agent and/or any Lender.

Consent and Limited Waiver. Agent and Lenders hereby expressly (i) consent to the release of the Mortgage currently existing relating to the Mortgaged Property located in Reno, Nevada and all documentation in connection therewith and (ii) waive any Default or Event of Default arising as a result thereof, including without limitation, pursuant to Section 5.11 to the Credit Agreement; provided, that such consent and limited waiver are subject to the delivery by Borrowers to Agent of (x) an executed copy of the new lease agreement with respect to the Real Estate currently located in Reno, Nevada (the "Reno Property") by and between Brightpoint and the lessor of the Reno Property and (y) a new landlord's agreement by and between Agent and the lessor of the Reno Property on terms similar to the existing landlord's agreement and otherwise on terms reasonably satisfactory in form and substance to Agent. Such consent and limited waiver are only applicable and shall only be effective in the specific instances and for the specific purposes for which made or given.

Consent and Limited Waiver. Agent and the Banks hereby consent to the purchase by Standard Components de Mexico, a wholly-owned subsidiary of Borrower, of Plant No. 3 located in Acuna, Mexico (the "Purchase") from Industrials Irvin de Mexico, Pubxxx Xorporation of Variable Capital (the "Seller") pursuant to the terms of that certain Term Purchase Option with Right of Lien dated as of May 15, 2002. Further, Agent and the Banks waive any default or Event of Default under the Loan Agreement arising under Paragraphs 11.3(b) and 11.3(g) as a result of the Purchase effective as of July 31, 2002. The Borrower hereby acknowledges that the waiver contained in this Amendment is granted by Agent and the Banks only for the limited purpose set forth herein and each term and provision of the Loan Agreement continues in full force and effect. The waiver in no manner creates a course of dealing or otherwise impairs the future ability of Agent or the Banks to declare an Event of Default under or otherwise enforce the terms of the Loan Agreement.

Consent and Limited Waiver. Each of the Consenting Parties, on its own behalf and on behalf of its affiliates, hereby consents to the Moadel Acquisition on whatever terms and conditions agreed to by PMSI and waives any present or future claim it may have or claim to have as a result of the Moadel Acquisition. Each of the Consenting Parties agrees that this Consent shall be effective as of the date first written above, notwithstanding the actual date of execution.