Consent to Acquisition. The Landlord hereby acknowledges and agrees that (a) the Purchaser may acquire the assets of the Tenant and such Acquisition does not constitute a breach of, or default under, or modify the terms of, the Lease and, to the extent the Lease contains any provision to the contrary, such provisions are hereby waived with respect to the Acquisition, and (b) the Tenant may assign the Lease to the Purchaser.
Consent to Acquisition. The Agent and Majority Lenders hereby consent to the acquisition by Borrower (or an Affiliate of Borrower) of Westport USA Holding, LLC (that acquisition, the “Westport Acquisition” and that company, the “Target”) subject to the satisfaction by Borrower (and its Subsidiaries and Affiliates, as applicable) on or before the consummation of the Westport Acquisition (the “Closing Date”) of each of the following conditions:
(a) Agent’s receipt of satisfactory evidence confirming the completion, prior to or concurrently with the Closing Date, of the Westport Acquisition on terms consistent with the materials provided to Agent by the Borrower prior to the date hereof, and otherwise satisfactory to Agent, in its reasonable discretion, together with satisfaction of the following:
(i) On the Closing Date, the Target and any of its subsidiaries that will constitute Significant Subsidiaries will become parties to the Guaranty and the Collateral Documents, and the Borrower will, and will cause the Target and such Significant Subsidiaries to, comply with the provisions of Section 7.13 of the Credit Agreement;
(ii) On the Closing Date, the Borrower must submit pro forma borrowing base reports (that may include the Target’s Eligible Accounts (as defined in the Credit Agreement) and other applicable assets) demonstrating that there will be at least $8,000,000.00 available for borrowing under the Revolving Credit upon completion of the Westport Acquisition;
(iii) On the Closing Date, the Borrower must submit pro forma financial statements giving effect to the Westport Acquisition and this Second Amendment and demonstrating continued compliance with the terms of the Credit Agreement; and
(iv) Consummation of the Westport Acquisition and the 2013 Additional Financing shall not create or result in a Default or an Event of Default (as defined in the Credit Agreement); and
(v) There shall have been no material adverse change in the condition (financial or otherwise), properties, business, results or operations (or projected results or operations) of the Target and its subsidiaries (taken as a whole) or the Borrower and its subsidiaries (taken as a whole) or any Guarantor from the condition shown in the financial information delivered to Agent prior to the date hereof; nor shall any omission, inconsistency, inaccuracy, or any change in presentation or accounting standards which renders such financial statements (including any projections) materially misleading have been determine...
Consent to Acquisition. Notwithstanding any provision of Section 10.11 of the Credit Agreement to the contrary, the Required Banks hereby agree that the Company may acquire 520,100 shares of the capital stock of ERMFI (which represent all shares of such stock not currently owned by the Company) so long as (i) all of the consideration for such acquisition is stock of the Company, (ii) at the time of such acquisition, ERMFI does not have more than $10,500,000 in Debt, (iii) neither the Company nor any other Subsidiary shall guarantee or otherwise have any liability with respect to any Debt or other obligations of ERMFI, and (iv) concurrently with such acquisition, Donaxx X. Xxxxxxxxx, Xx. xxx Solid Waste Ventures shall exchange all Debt owing to them by ERMFI for common stock of the Company.
Consent to Acquisition. Each of the undersigned Noteholders hereby waives the restrictions set forth in Section 3(g)(viii), of each of the BM Notes to permit, and hereby consents for all other purposes under the BM Note to, the entry into and the consummation of the transactions contemplated by the Purchase Agreement, including, without limitation, the Blocker Purchase and the Merger. For the avoidance of doubt, this letter shall constitute a waiver and consent with respect to such transactions contemplated by the Purchase Agreement for the purposes of Section 3(e) of each of the BM Notes.
Consent to Acquisition. (a) Notwithstanding the restrictions set forth in Sections 7.6 and 7.9 of the Loan Agreement, Agent and Lender hereby consent to the consummation of the Ampersand Acquisition subject to the terms of this Amendment and compliance by Borrower with the conditions and requirements set forth on Schedule I attached hereto.
(b) The consent provided in this Section 2 shall be limited precisely as written and shall not be deemed to (i) be a waiver or modification of any other term or condition of any Loan Document, or (ii) prejudice any right or remedy which Agent or Lender may now have or may have in the future under or in connection with any Loan Document.
Consent to Acquisition. The Landlord hereby acknowledges and agrees that (a) LTC may acquire the assets of the Tenant and such Acquisition does not constitute a breach of, or default under, or modify the terms of, the Lease and, to the extent the Lease contains any provision to the contrary, such provisions are hereby waived with respect to the Acquisition, and (b) the Tenant may assign the Lease to the Purchaser.
Consent to Acquisition. The consummation of the Datahug Acquisition would violate certain of the terms and provisions of the Loan Documents, including, without limitation, Sections 6.3(a) and 6.9 of the Credit Agreement. Borrower has requested that the Lender Group consent to the Datahug Acquisition, and the Lender Group as of the effective date of this Amendment consents to such Datahug Acquisition so long as at the time of the consummation of the Datahug Acquisition, and giving effect thereto: (i) no Default or Event of Default exists and (ii) Borrower has Availability plus Qualified Cash in an amount equal to or greater than $15,000,000. The foregoing consent shall be effective only in this specific instance and for the specific purpose for which it is given, and this consent shall not entitle Borrower to any other consent or waiver in any similar or other circumstances. The foregoing consent shall be limited precisely as written and shall not be deemed to (a) be a waiver or modification of any other term or condition of the Credit Agreement or any documents related thereto, or (b) prejudice any right or remedy which the Lender Group may now have or may have in the future under or in connection with the Credit Agreement or any documents related thereto.
Consent to Acquisition. Notwithstanding anything to the contrary in the Loan Agreement and/or any Other Document, the Lenders hereby consent to the acquisition by WM of all of the stock of Woodbine Products, Inc., a New York corporation, from Xxxxxxx Xxxxxxxx, Xx., Xxxxxxx Xxxxxxxx, Xx. Revocable Living Trust Dated August 23, 1999, Xxxxxxxx Xxxxxxxx, Xxxxxxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxxxx X. Xxxxxxxxx collectively, as Seller, for the purchase price of $2,400,000 plus 30,000 shares of the common stock of Air Industries Group (the “WP Acquisition”) provided, however, that the Borrower provides to the Agent for review copies of all acquisition documentation (including, but not limited to, the applicable Stock Purchase Agreement and all UCC and other searches against WP) and other materials evidencing the WP Acquisition, all in form and substance acceptable to the Agent (collectively, the “WP Acquisition Documents”).
Consent to Acquisition. Subject to the conditions precedent set forth herein, the Bank hereby consents to the purchase, at any time following the consummation of a Qualified Public Offering, by Borrower of the Landing Gears Repair and Overhaul Business of British Airways Plc, substantially on the terms set forth in the Letter of Intent therefor delivered to the Bank, PROVIDED that (i) substantially all of the funds from such Qualified Public Offering are use to partially finance the $22,000,000 purchase price for such purchase, and (ii) Borrower has obtained financing for the balance of such purchase which is reasonably acceptable to the Bank.
Consent to Acquisition. The Borrower requests the approval of, and the Agent and the Banks by executing this Seventeenth Amendment do hereby consent to, the acquisition by the Borrower or other Loan Party, of the issued and outstanding capital stock of Pro Active Therapy, Inc., for Consideration, not to exceed $45 million (the "Pro Therapy Acquisition"), and for the sole purpose of permitting the Pro Therapy Acquisition do hereby waive the dollar limitation for an individual Permitted Acquisition set forth in Section 8.02 (d)(ii)(g) [Liquidations, Mergers, Consolidations, Acquisitions] of the Credit Agreement. The Borrower acknowledges and agrees
