Consent to Assignment of Agreements Sample Clauses

Consent to Assignment of Agreements. Terex and Sellers agree to obtain the consent required of any third parties to the assignment to Buyer of the agreement listed on Schedule 6.19(c) on or prior to the Closing Date. Notwithstanding the foregoing or anything to the contrary contained herein, Buyer acknowledges and agrees that none of the Sellers or Terex will obtain consent of any third parties to the assignment to Buyer of the agreements listed on Schedule 6.19 as a condition to Closing hereunder; provided, however, such acknowledgment and agreement does not constitute a waiver by Buyer of any of its rights to indemnification pursuant to Article 9.
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Consent to Assignment of Agreements. Seller shall use good faith, commercially reasonable efforts to obtain prior to the Closing: (i) the consent and approval of the Borough to the assignment by Seller and the assumption by Purchaser’s Permitted Assignee of the Financial Agreement; and (ii) the consent and approval of the Borough and FMERA to the assignment by Seller and the assumption by Purchaser’s Permitted Assignee of the Redevelopment Agreement and the Roadway Improvements Developer’s Agreement. Prior to the Closing, Seller shall cause its affiliate, CommVault Systems, Inc., to assign to Seller all of its right, title and interest in and to the Redevelopment Agreement and the Roadway Improvements Developer’s Agreement. Purchaser shall reasonably cooperate with Seller’s efforts under this Section 6.7, including, without limitation, providing information relative to Purchaser’s financial wherewithal and prior development experience, and shall have the right to attend and participate in all meetings with FMERA and Borough officials; provided, however, Seller shall initiate all such initial introductions and meetings, and otherwise take the lead in coordinating all efforts to obtain the required consents prior to Closing. Notwithstanding the foregoing, Purchaser and Purchaser’s counsel shall have the right to independently contact any representative of the Borough and/or FMERA regarding the transfer of the Real Property as contemplated herein and the requirements of the Redevelopment Agreement, the Roadway Improvements Developer’s Agreement and/or the Financial Agreement; provided, however, that Purchaser and Purchaser’s counsel shall promptly provide Seller and Seller’s counsel with copies of all incoming and outgoing written communications (including email communications) regarding same, and Seller and Xxxxxx’s
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Consent to Assignment of Agreements. The consent and approval of (i) the Borough to the assignment by Seller and the assumption by Purchaser’s Permitted Assignee of the Financial Agreement; and (ii) the Borough and FMERA to the assignment by Seller and the assumption by Purchaser’s Permitted Assignee of the Redevelopment Agreement, on terms and conditions that are reasonably acceptable to Seller and Purchaser. For the sake of clarity, the condition precedent to Closing set forth in this Section 8.6(b) shall only be deemed to have been unsatisfied if FMERA and/or the Borough either refuse to grant their consent outright, or their grant of consent is conditioned upon a material limitation or elimination of any existing material right, or the imposition of any new, material requirement or liability, under the Redevelopment Agreement or the Financial Agreement. Purchaser shall not have the right to terminate this Agreement pursuant to this Section 8.6(b) or pursuant to Section 6.7 above if FMERA and/or the Borough fail or refuse to provide their consent on terms and conditions that are more favorable than those that are contained in the Redevelopment Agreement or the Financial Agreement as of the Effective Date.
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Consent to Assignment of Agreements. The consent and approval of (i) the Borough to the assignment by Seller and the assumption by Purchaser’s Permitted Assignee of the Financial Agreement; and (ii) the Borough and FMERA to the assignment by Seller and 140131415.4
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Consent to Assignment of Agreements. The consent and approval of (i) the Borough to the assignment by Seller and the assumption by Purchaser’s Permitted Assignee of the Financial Agreement; and (ii) the Borough and FMERA to the assignment by Seller and the assumption by Purchaser’s Permitted Assignee of the Redevelopment Agreement and the Roadway Improvements Developer’s Agreement, on terms and conditions that are reasonably acceptable to Seller and Purchaser. For the sake of clarity, the condition precedent to Closing set forth in this Section 8.6(b) shall only be deemed to have been unsatisfied if FMERA and/or the Borough either refuse to grant their consent outright, or their grant of consent is conditioned upon a material limitation or elimination of any existing material right, or the imposition of any new, material requirement or liability, under the Redevelopment Agreement, the Roadway Improvements Developer’s Agreement or the Financial Agreement. Purchaser shall not have the right to terminate this Agreement pursuant to this Section 8.6(b) or pursuant to Section 6.7 above if FMERA and/or the Borough fail or refuse to provide their consent on terms and conditions that are more favorable than those that are contained in the Redevelopment Agreement, the Roadway Improvements Developer’s Agreement, or the Financial Agreement as of the Effective Date. 140131415.4 142232567.2
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Consent to Assignment of Agreements. . . . 34 6.20 Guaranties, Letters of Credit, Etc . . . . . . . 34 6.21 Buyer's Financing. . . . . . . . . . . . . . . . 35 6.22 Inspections. . . . . . . . . . . . . . . . . . . 37 6.23 Korean Fines and Penalties . . . . . . . . . . . 37 6.24
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Related to Consent to Assignment of Agreements

  • Assignment of Agreements Each applicable Borrower shall have executed and delivered to Lender the Assignments of Agreements, and the Assignments of Agreements shall, to the extent prudent pursuant to local practice, have been irrevocably delivered to an authorized title agent for the Title Insurer for such recordation in the appropriate filing offices in the jurisdiction in which the applicable Individual Property is located.

  • Assignment of Agreement The following conditions must be satisfied in order to effectuate any assignment of this Agreement:

  • Consent to Assignment Pursuant to Section 8 of the Agreement, AWLH hereby consents to (a) the transfer described in Recital B above of BFINA’s interest in the Partnership to AWSH and (b) the admission of AWSH as a substituted limited partner.

  • Amendment or Assignment of Agreement Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • Acknowledgement of Further Assignments The Depositor acknowledges that, under the Indenture, the Issuer will assign and pledge the Sold Property and related property and rights to the Indenture Trustee for the benefit of the Secured Parties.

  • Consent to Agreement By executing this Agreement, each party, for itself represents such party has read or caused to be read this Agreement in all particulars, and consents to the rights, conditions, duties and responsibilities imposed upon such party as specified in this Agreement. Each party represents, warrants and covenants that such party executes and delivers this Agreement of its own free will and with no threat, undue influence, menace, coercion or duress, whether economic or physical. Moreover, each party represents, warrants, and covenants that such party executes this Agreement acting on such party's own independent judgment and upon the advice of such party's counsel.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • Seller's Consent to Assignment The Seller hereby acknowledges the Purchaser's right to assign, transfer and convey all of the Purchaser's rights under this Agreement to a third party and that the representations and warranties made by the Seller to the Purchaser pursuant to this Agreement will, in the case of such assignment, transfer and conveyance, be for the benefit of such third party. The Seller hereby consents to such assignment, transfer and conveyance.

  • Benefit of Agreement Assignments (a) This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that none of the Credit Parties may assign or transfer any of its interests and obligations without prior written consent of the Lenders; provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in this Section 11.3.

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