Consent Request Sample Clauses

Consent Request. Section 7.02(m)(iii) (Negative Covenants – Project Documents) of the Credit Agreement requires that, unless certain conditions are satisfied, no Borrower shall enter into or approve any Change Orders without the approval of the Required Lenders (acting in consultation with the Independent Engineer), such approval not to be unreasonably withheld or delayed.
Sample 1
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Consent Request. If Tenant shall have complied with the provisions of Section 23(b) above in connection with any transaction that is subject to the provisions of Section 23(b) above and Landlord shall have elected (or be deemed to have elected) not to terminate the Lease, or in any circumstance in which Tenant is not required to comply with the provisions of Section 23(b) above, Landlord will not unreasonably withhold or delay its consent to any request for its consent to an assignment of the Lease or a sublease of the Premises subject to the following provisions. Tenant shall first notify Landlord in writing of the name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant, and shall provide, if available, current and three (3) years’ prior financial statements for the proposed assignee or subtenant, which financial statements shall be audited to the extent available and shall in any event be prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the proposed sublease or assignment agreement, including, without limitation, all material terms and conditions thereof. Landlord shall have the option, to be exercised within thirty (30) days of receipt of the foregoing, to (1) consent to the proposed assignment or sublease, or (2) refuse its consent to the proposed assignment or sublease, provided that (A) such consent shall not be unreasonably withheld, conditioned or delayed so long as Tenant is not then in Default under this Lease nor is any event then occurring which, with the giving of notice or the passage of time, or both, would constitute a Default hereunder, and (B) as a condition to providing such consent, Landlord may require attornment from the proposed subtenant on terms and conditions reasonably acceptable to Landlord. Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be entitled to consider all reasonable criteria including, without limitation, the following: (1) whether or not the proposed subtenant or assignee is engaged in a business which, and the use of the Premises will be in an manner which, is in keeping with the then character and nature of all other tenancies in the Project, (2) whether the use to be made of the Premises by the proposed subtenant or assignee will conflict with any so-called “exclusive” use then in favor of any other tenant of the Building or the...
Sample 1
Consent Request. (a) We refer to the executed consent request dated 24 May 2011 (the “Consent Request”) requesting that pursuant to the letter provided by the COFACE Agent dated March 21, 2011, approving JSC International Space Company Kosmotras (“Kosmotras”) as a back-up launch provider for the purposes of the Borrower’s compliance with Schedule 22 to the Agreement, the Lenders approve an option contract between the Borrower and Kosmotras (the “Kosmotras Agreement”). (b) We have received instructions from all the Lenders in this regard as set out in paragraph 3 below.
Sample 1
Consent Request. Section 7.02(a)(v) (Negative Covenants – Restrictions on Indebtedness of the Borrowers) of the Credit Agreement provides that, with the prior written consent of each Lender, Albion or ASA Holdings may incur Indebtedness in the form of a guaranty with respect to tax increment financing notes or similar bond instruments to be issued by the Community Redevelopment Authority of the City of Albion; provided that (A) all of the proceeds of such notes or bond instruments (net of issuance costs) are immediately applied as a prepayment of the Loans in accordance with Section 3.09 (Mandatory Prepayment) of the Credit Agreement and (B) the Community Redevelopment Authority of the City of Albion enters into a binding agreement with Albion reasonably satisfactory to each Lender pursuant to which the Community Redevelopment Authority of the City of Albion agrees to apply the incremental proceeds of the additional ad valorem property taxes generated from development of the Albion Plant (excluding the Leased Premises) to repay such notes or bond instruments. The Borrowers have provided a proposed Redevelopment Agreement and Term Sheet for the TIF Financing as attachments to the Second Request Letter. The Borrowers hereby request the Lenders’ consent to (i) the incurrence by Albion of Indebtedness consisting of TIF Financing in an amount not to exceed $7,000,000 on substantially the terms set forth in the Redevelopment Agreement and Term Sheet attached to the Second Request Letter, (ii) the execution by Albion of the Redevelopment Agreement in substantially the form provided and any other definitive documentation related thereto (provided that all such documentation is consistent with the terms of such Redevelopment Letter and Term Sheet and is approved prior to execution by the Administrative Agent), and (iii) the application of the proceeds of such TIF Financing as set forth below: (A) all proceeds of the TIF Financing that are disbursed to Albion for payment of Albion Project Costs then due and owing will be deposited into the Albion Construction Account for application in accordance with Section 8.03 (Albion Construction Account) of the Credit Agreement; and (B) all proceeds of the TIF Financing disbursed to Albion for reimbursement of Albion Project Costs previously paid for by Albion shall be deposited into the ASA Holdings Construction Account for application in accordance with Section 8.06(e) (ASA Holdings Construction Account) of the Credit Agreement.
Sample 1
Consent Request. If Sublandlord gives its consent to a proposed sublease or assignment, and Subtenant fails to deliver to Sublandlord a fully-executed and effective duplicate original of the assignment or sublease to which Sublandlord has consented within 45 days after the giving of such consent, then Sublandlord's consent shall be null and void, and Subtenant shall again comply with all of the provisions and conditions of this Article before assigning this Sublease or subletting all or any part of the Premises.
Sample 1
Consent Request 
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Related to Consent Request

  • Payment Request The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

  • Consent Required The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic interests in the Company to any Person and admit such Person as a member; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5) change or reorganize the Company into any other legal form; (6) amend this Agreement; (7) approve a merger or consolidation with another person; (8) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (13) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14) materially change any of the tax reporting positions or elections of the Company; (15) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

  • Request for Notice; No Consent Required With respect to any Second Lien Loan, where required or customary in the jurisdiction in which the Mortgaged Property is located, the original lender has filed for record a request for notice of any action by the related senior lienholder, and the Seller has notified the senior lienholder in writing of the existence of the Second Lien Loan and requested notification of any action to be taken against the Mortgagor by the senior lienholder. Either (a) no consent for the Second Lien Loan is required by the holder of the related first lien or (b) such consent has been obtained and is contained in the Mortgage File;

  • Payment Requests Review applications for payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Engineer, noting particularly the relationship of the payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work.

  • Governmental Consent, etc No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the other agreements contemplated hereby, or the consummation by the Company of any other transactions contemplated hereby or thereby.

  • Stop Payment Request You may ask the Credit Union to stop payment on any check drawn upon or ACH debit scheduled from your checking account. You may request a stop payment by telephone, by mail, or in person. For checks, the stop payment will be effective if the Credit Union receives the order in time for the Credit Union to act upon the order. For ACH debits, the stop payment order must be received at least three (3) banking days before the scheduled date of the transfer. You must state the number of the account, date, and the exact amount of the check or item and the number of the check or originator of the ACH debit. If you give the Credit Union incorrect or incomplete information, the Credit Union will not be responsible for failing to stop payment on the item. If the stop payment order is not received in time for the Credit Union to act upon the order, the Credit Union will not be liable to you or to any other party for payment of the item. If we recredit your account after paying a check over a valid and timely stop payment order, you agree to sign a statement describing the dispute with the payee, to transfer all of your rights against the payee or other holders of the check to the Credit Union, and to assist the Credit Union in legal action taken against the person.

  • Lessor's Consent Required (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent given under and subject to the terms of Paragraph 36. (b) A change in the control of Lessee shall constitute an assignment requiring Lessor's consent. The transfer, on a cumulative basis, of twenty-five percent (25%) or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or will result in a reduction of the Net Worth of Lessee, as hereinafter defined, by an amount equal to or greater than twenty-five percent (25%) of such Net Worth of Lessee as it was represented to Lessor at the time of full execution and delivery of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever time said Net Worth of Lessee was or is greater, shall be considered an assignment of this Lease by Lessee to which Lessor may reasonably withhold its consent. "NET WORTH OF LESSEE" for purposes of this Lease shall be the net worth of Lessee (excluding any Guarantors) established under generally accepted accounting principles consistently applied.

  • Data Subject Requests To the extent legally permitted, Okta shall promptly notify Customer if Okta receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”). Factoring into account the nature of the Processing, Okta shall assist Customer by appropriate organizational and technical measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Service, does not have the ability to address a Data Subject Request, Okta shall, upon Customer’s request, provide commercially- reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent that Okta is legally authorized to do so, and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from Okta’s provision of such assistance.

  • Disbursement Requests Except as expressly provided in the Credit Agreement, Administrative Agent must receive Disbursement Requests in writing. Disbursement Requests will only be accepted from the applicable Authorized Representatives designated in the Disbursement Instruction Agreement. Disbursement Requests will be processed subject to satisfactory completion of Administrative Agent’s customer verification procedures. Administrative Agent is only responsible for making a good faith effort to execute each Disbursement Request and may use agents of its choice to execute Disbursement Requests. Funds disbursed pursuant to a Disbursement Request may be transmitted directly to the Receiving Bank, or indirectly to the Receiving Bank through another bank, government agency, or other third party that Administrative Agent considers to be reasonable. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each Disbursement will be made. Administrative Agent may delay or refuse to accept a Disbursement Request if the Disbursement would: (i) violate the terms of this Agreement; (ii) require use of a bank unacceptable to Administrative Agent or Lenders or prohibited by government authority; (iii) cause Administrative Agent or Lenders to violate any Federal Reserve or other regulatory risk control program or guideline; or (iv) otherwise cause Administrative Agent or Lenders to violate any applicable law or regulation.

  • No Consent Required No approval or authorization by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Administrator of any Transaction Document other than (i) UCC filings, (ii) approvals and authorizations that have previously been obtained and filings that have previously been made and (iii) approvals, authorizations or filings which, if not obtained or made, would not have a material adverse effect on the enforceability or collectability of the Receivables or any other part of the Collateral or would not materially and adversely affect the ability of the Administrator to perform its obligations under the Transaction Documents.

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