Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Document, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”) of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party is a party and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 48 contracts
Samples: Financing Agreement (Regis Corp), First Lien Credit Agreement (Gannett Co., Inc.), Financing Agreement (Regis Corp)
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Document, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “"Action”") of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party is a party and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 30 contracts
Samples: First Lien Credit Agreement (Gannett Co., Inc.), Financing Agreement (Alj Regional Holdings Inc), Financing Agreement (Ascend Wellness Holdings, LLC)
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Documentcontrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”) of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party is a party and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 19 contracts
Samples: Credit Agreement (Lantheus Holdings, Inc.), Credit Agreement (Lantheus Medical Imaging, Inc.), Credit Agreement (Lantheus MI Intermediate, Inc.)
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Document, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”) of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party is a party and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender (other than an Affiliated Lender), in its sole reasonable discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 6 contracts
Samples: Financing Agreement (Xponential Fitness, Inc.), Financing Agreement (Xponential Fitness, Inc.), Financing Agreement (Xponential Fitness, Inc.)
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Documentcontrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “"Action”") of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party is a party and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 5 contracts
Samples: Financing Agreement (MDC Partners Inc), Financing Agreement (PRG Schultz International Inc), Financing Agreement (Allied Holdings Inc)
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Document, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”) of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party the Borrower is a party and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 3 contracts
Samples: Loan Agreement (Vivint Solar, Inc.), Financing Agreement (Imperial Holdings, LLC), Financing Agreement (Imperial Holdings, LLC)
Consent by the Agents and Lenders. Except as --------------------------------- otherwise expressly set forth herein to the contrary or in any other Loan Documentcontrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “"Action”") of any Agent or any Lender shall be permitted or ------ required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party is a party and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 2 contracts
Samples: Financing Agreement (Solutia Inc), Financing Agreement (Solutia Inc)
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Documentcontrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”"ACTION") of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which the Borrower and any other Loan Party is a party are parties and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 1 contract
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Document, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “"Action”") of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party the Borrower is a party and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 1 contract
Samples: Financing Agreement (Grindrod Shipping Holdings Ltd.)
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Documentcontrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”"ACTION") of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which the Borrowers and any other Loan Party is a party are parties and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 1 contract
Samples: Financing Agreement (High Voltage Engineering Corp)
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Documentcontrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”) of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party is a party and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faithchallenge.
Appears in 1 contract
Samples: Financing Agreement (OTG EXP, Inc.)
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Document, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “"Action”") of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which the Parent or any Loan Party of its Subsidiaries is a party and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 1 contract
Samples: Loan Agreement (Otelco Inc.)
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Documentcontrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”"ACTION") of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Borrower or any other Loan Party is a party are parties and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 1 contract
Samples: Financing Agreement (LTV Corp)
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Documentcontrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “"Action”") of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which the Borrower and any other Loan Party is a party are parties and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 1 contract
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Documentcontrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”) of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party the Borrower is a party and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 1 contract
Samples: Financing Agreement (Compass Group Diversified Holdings LLC)
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Documentcontrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”) of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party is a party and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing (which may be by electronic mail) and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 1 contract
Samples: Financing Agreement (PRG Schultz International Inc)
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Documentcontrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”) of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party is a party and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such any Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 1 contract
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Documentcontrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”) of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which the Borrowers and any other Loan Party is a party are parties and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 1 contract
Samples: Financing Agreement (High Voltage Engineering Corp)
Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary or in any other Loan Documentcontrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “"Action”") of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which the Borrowers and any other Loan Party is a party are parties and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.
Appears in 1 contract