Consent of Saracen Sample Clauses

Consent of Saracen. Whenever the consent, approval, determination or decision of Saracen is required pursuant to any of the terms of this Agreement, including to amend or waive any provisions of this Agreement, such consent, approval, determination or decision shall be deemed given by, and binding on, each of the respective Saracen Members if the Company obtains the written consent, approval or decision of Xxxx X. Xxxxxxxx or any other Person designated in writing by a majority of Saracen's Percentage Interest (assuming for purposes of determining Saracen's Percentage Interest pursuant to this Section 13.18, all of the outstanding Series A Convertible Preferred Membership Units were converted into Membership Units at the conversion price set forth in the Series A Terms), which Person must be approved by the Management Committee which approval shall not be unreasonably withheld or delayed, and each of the Saracen Members hereby irrevocably agrees that Xxxx X. Xxxxxxxx, or such other Person designated by the Saracen Members, shall have the power and authority to grant any such written consent or approval, or make any such determination or decision, on behalf of, and as the duly authorized agent and representative of, such respective Persons. Each Saracen Member by execution and delivery of this Agreement, irrevocably constitutes and appoints Xxxx X. Xxxxxxxx or any other Person designated in writing by a majority of Saracen's Percentage Interest (assuming for purposes of determining Saracen's Percentage Interest pursuant to this Section 13.18, all of the outstanding Series A Convertible Preferred Membership Units were converted into Membership Units at the conversion price set forth in the Series A Terms), which Person must be approved by the Management Committee which approval shall not be unreasonably withheld or delayed, as his or her true and lawful attorney-in- fact with full power and authority in such Saracen Member's name, place, and stead only to execute, acknowledge and deliver such certificates, instruments, documents and agreements as are necessary or appropriate to make any and all amendments or restatements of this Agreement which amendments or restatements do explicitly require the consent of Saracen as set forth in Section 12.1(a). The appointment by each Saracen Member of Xxxx X. Xxxxxxxx or such other Person as designated above as attorney-in- fact shall be deemed to be a power coupled with an interest, and shall survive, and not be affected by the subsequent ...
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Consent of Saracen. 97 EXHIBITS EXHIBIT A Terms of Series A Preferred Membership Units EXHIBIT B Form of Registration Rights Agreement SCHEDULE 1 Additional Members SCHEDULE 2.6 Names and Addresses of Members SCHEDULE 2.4A List of Properties SCHEDULE 2.4B List of Subsidiaries SCHEDULE 2.7A Representations and Warranties by the Company with respect to the Properties SCHEDULE 2.7B Representations and Warranties by the Company with respect to the Subsidiaries SCHEDULE 3.2(a)(vi) Approved Leases and Lease Documentation SCHEDULE 5.1 Capital Contributions, Capital Accounts, Membership Units and Series A Preferred Membership Units SCHEDULE 7.1 Calculations of the Preferred Distribution Amount LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF WELLSFORD/WHITEHALL GROUP, L.L.C. This LIMITED LIABILITY COMPANY OPERATING AGREEMENT is made and entered into as of May 28, 1999 by and among WHWEL Real Estate Limited Partnership, a Delaware limited partnership ("WHWEL"), Wellsford Commercial Properties Trust, a Maryland real estate investment trust ("WCPT"), WXI/WWG Realty, L.L.C., a Delaware limited liability company (the "Whitehall XI"), W/W Group Holdings, L.L.C., a Delaware limited liability company ("Holding Co.") and the additional Members set forth on Schedule 1 annexed hereto. Collectively, the additional Members set forth on Schedule 1 annexed hereto shall be referred to herein as "Saracen" or the "Saracen Members".
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Related to Consent of Saracen

  • Amendments Without Consent of Holders The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder:

  • Amendments with Consent of Holders (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

  • Amendments Without Consent of Noteholders This Agreement may be amended by the Grantor and the Grantor Trust Trustee without the consent of any of the Noteholders (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Transaction Document or with any description thereof in the Prospectus or the Certificate Private Placement Memorandum, (iii) to add to the covenants, restrictions or obligations of the Grantor or the Grantor Trust Trustee, (iv) to evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Grantor Trust Collateral and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, (v) to add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Noteholders or (vi) if the Rating Agency Condition is satisfied with respect to such amendment and the Depositor or the Owner Trustee notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.

  • With Consent of Holders Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of the outstanding Notes issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Issuer, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

  • Supplemental Agreements Without Consent of Holders Without the consent of any Holders, the Company and the Agent, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Agent, for any of the following purposes:

  • Consent of Master Lessor 9.1 In the event that the Master Lease requires that Sublessor obtain the consent of Master Lessor to any subletting by Sublessor then, this Sublease shall not be effective unless, within ten days of the date hereof, Master Lessor signs this Sublease thereby giving its consent to this Subletting.

  • Consent of Partners Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners and each Partner shall be bound by the results of such action.

  • Without Consent of Holders The Company and the Trustee may amend this Indenture or the Securities without notice to or consent of any Securityholder:

  • Consent of Inbound Licensors Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

  • With the Consent of Holders (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:

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