Consent and Waivers. Copies of any consents or waivers necessary in order for the Credit Parties to comply with or perform any of its covenants, agreements or obligations contained in any agreement which are required as a result of any Credit Party’s execution of this First Amendment, if any; and
Consent and Waivers copies of any consents or waivers necessary in order for the Borrowers to comply with or perform any of its covenants, agreements or obligations contained in any agreement, which are required as a result of the Borrowers’ execution of this Seventh Amendment, if any;
Consent and Waivers. All consents and approvals, other than those under the HSR Act, required from Governmental Authorities (excluding Customary Post Closing Consents), and all consents and approvals required from other Persons listed on Schedule 4.4, Part 2 for the consummation of the transactions contemplated by this Agreement shall have been granted, and all preferential purchase rights listed on Schedule 4.10, Part 2 shall have been exercised, waived, expired without exercise or, in the case of a right of first opportunity or similar right, resulted in an offer which was properly rejected by EXCO.
Consent and Waivers. Seller agrees to use commercially reasonable efforts to obtain prior to Closing written waivers of all Preferential Purchase Rights and all waivers and Consents necessary for the transfer of the Assets to Buyer; provided that in the event Seller is unable to obtain all such waivers and Consents after using such reasonable efforts, such failure to satisfy shall not constitute a Breach of this Agreement.
Consent and Waivers. Notwithstanding the provisions of any Loan Document, in accordance with Section 18 of the Senior Note Purchase Agreement the Senior Noteholders hereby irrevocably and unconditionally consent to, and waive any rights they may have under the Senior Note Purchase Agreement or any other Loan Documents in connection with: (i) the 12% Subordinated Offering, including, without limitation, (w) the terms of the Note and Warrant Purchase Agreement, (x) the sale and issuance of the 12% Subordinated Notes and the Warrants pursuant to the terms and provisions of the Note and Warrant Purchase Agreement, (y) the application of any of the negative covenants set forth in Section 11 of the Senior Note Purchase Agreement to the 12% Subordinated Offering and (z) the Subordinated Subsidiary Guaranty (as defined in the Note and Warrant Purchase Agreement) to be entered into in connection with the 12% Subordinated Offering, and (ii) the Tethys Spin Out, including, without limitation (x) the application of the negative covenants set forth in Section 11 of the Senior Note Purchase Agreement; and (y) the release of Tethys and Tethys Kazakhstan Limited as Subsidiary Guarantors under the Subsidiary Guaranty. The waivers granted in this Section 2 only apply to the matters described in clause (i) and (ii) above, and do not constitute any consent to any other action or a waiver of any other provisions of the Loan Documents.
Consent and Waivers. All approvals, authorizations, consents, and waivers of any Person or Governmental Entity that are required in connection with the execution and delivery of this Agreement or any Transaction Document, the performance of the Company of its obligations hereunder or thereunder, and the consummation of the transactions contemplated hereby and thereby shall have been duly obtained and effective prior to or as of the Closing Date.
Consent and Waivers. (a) Borrower agrees that at any time and from time to time, without notice to or the consent of Borrower, without incurring responsibility to Borrower, and without impairing or releasing the security interests provided for herein or otherwise impairing the rights of Secured Party hereunder, all as Secured Party may deem advisable: (i) Secured Party may discharge or release, in whole or in part, Borrower or any other person liable for the payment and performance of all or any part of the Obligations, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce payment upon any of the Obligations, nor shall Secured Party be liable to Borrower for any failure to collect or enforce payment of the Obligations or to realize on any other collateral therefor; (ii) Secured Party may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof; and (iii) Secured Party may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power or privilege granted by this Agreement or the Line of Credit Documents or other security document or agreement, or otherwise available to Secured Party, with respect to the Obligations, any of the Collateral or other security for any or all of the Obligations.
(b) All rights of Secured Party hereunder, and the obligations of Borrower hereunder and the lien created hereby, shall remain in full force and effect without regard to, and shall not be impaired or affected by, (i) any insolvency or bankruptcy, liquidation, winding up or dissolution of Borrower or any other Person; (ii) any limitation, discharge, or cessation of the liability of Borrower or any other Person for any Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Obligations; (iii) any assignment or other transfer, in whole or in part, of Secured Party’s interests in and rights hereunder or in respect of the Line of Credit Documents; (iv) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower or any other Person may have or assert; or (v) Secured Party’s vote, claim, distribution, election, acceptance, action or inaction in any bankrup...
Consent and Waivers. A consent or waiver by the Lender or a Receiver is effective only if it is in writing.
Consent and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution and delivery of this Agreement, the Restated Investor Rights Agreement or the Co-Sale Agreement), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement, the Restated Investor Rights Agreement or the Co-Sale Agreement.
Consent and Waivers. (a) As of the date hereof and subject to the Agent's receipt of the amendment referenced in Section 6(a)(iv) below, the Agent, the Owner Trustee, the Lenders and the Holders hereby consent to the amendment of the Existing Aviation Sales Credit Agreement on the terms and conditions referenced on or attached hereto as Exhibit A and made a part hereof.
(b) The Agent, the Owner Trustee, the Lenders and the Holders hereby waive all of their rights and remedies arising under any Operative Agreement due to the fact that the report of Xxxxxx Xxxxxxxx LLP on the consolidated Financial Statements of Aviation Sales and its Subsidiaries for the Fiscal Year ended December 31, 2000 (which report has been or will be delivered to the Agent, the Lenders and the Holders pursuant to Section 28.1.1(c)(iii)) may be qualified as to the "going concern" status of Aviation Sales and its Subsidiaries.
(c) The Agent, the Owner Trustee, the Lenders and the Holders hereby waive all of their rights and remedies arising under any Operative Agreement that may arise due to the fact that the Financial Statements of Aviation Sales and its Subsidiaries for the Fiscal Year ended December 31, 2000, on Form 10-K were filed with the Commission after the due date therefor.
(d) The Agent, the Owner Trustee, the Lenders and the Holders hereby waive all of their rights and remedies arising under any Operative Agreement due to any non-compliance by Aviation Sales and its Subsidiaries with Sections 28.4.1 through 28.4.7 of the Lease, in each case with respect to the Fiscal Quarter (or Four-Quarter Period, as applicable) ending March 31, 2001, June 30, 2001, September 30, 2001 or December 31, 2001. Provided, however, if (i) there is any violation of any covenant contained in Sections 11.01 through 11.07 of the Existing Aviation Sales Credit Agreement (as amended, modified or restated from time to time) (the "Amended Aviation Sales Credit Agreement"), in each case with respect to the Fiscal Quarter (or Four-Quarter Period, as applicable) ending March 31, 2001, June 30, 2001, September 30, 2001 or December 31, 2001, and (ii) either (A) such violation has not been waived by the requisite parties under the Amended Aviation Sales Credit Agreement (or cured pursuant to an amendment to such agreement permitted by Section 5(e) hereof) within thirty (30) days of the date of such violation, or (B) the agent or any lender under the Amended Aviation Sales Credit Agreement has accelerated any obligation due thereun...
