Consent to Assumption. The Secretary hereby consents to the acquisition of the Vessel by the Assuming Shipowner subject to the following conditions:
(a) the Assuming Shipowner shall execute and deliver, or cause to be executed and delivered, to the Secretary at the closing of such acquisition (the “Closing Date”) the following documents, in form and substance satisfactory to the Secretary:
(i) 2006 Endorsement to the Secretary’s Note;
(ii) 2006 Endorsement to Promissory Note to the United States of America in the principal amount of $477,905.31 (the “Additional Note”);
(iii) Assumption Agreement and 2006 Supplement to the First Preferred Ship Mortgage;
(iv) Security Agreement;
(v) Title XI Reserve Fund and Financial Agreement (the “Financial Agreement”);
(vi) Depository Agreement;
(vii) Limited Guaranty of Ambassadors International, Inc.;
(viii) Opinion(s) of Counsel; and
(ix) Such representations, warranties and certifications as the Secretary may require, but in no event shall such representations, warranties, and certifications exceed those of the Original Shipowner.
(b) the Assuming Shipowner expressly confirms and agrees to the Secretary’s continuing security interests as set forth in the Security Agreement and the Financial Agreement, and continuing liens on the Vessel as set forth in the Mortgage, and takes all actions necessary to preserve the Secretary’s current priority status therein; and
(c) the Assuming Shipowner takes all actions necessary to redocument the Vessel and record the Supplement to the Mortgage with the United States Coast Guard.
Consent to Assumption. The Shareholders and WRI hereby consent to the assumption by Purchaser of the Assumed Liabilities.
Consent to Assumption. Orbital acknowledges that it is aware (a) of ORBIMAGE's current financial condition and results of operations and (b) that ORBIMAGE is considering various alternatives to restructure its operations, which alternatives include without limitation the filing of a petition under Chapter 11 of Title 11 of the United States Code (together with the Federal Rules of Bankruptcy Procedure and all other rules and judicial decisions and orders thereunder, the "Bankruptcy Law"). In the event ORBIMAGE files such a petition, Orbital hereby expressly consents to the assumption of this Agreement by ORBIMAGE (subject to applicable bankruptcy court approval under Bankruptcy Code Sections 364 and 365, as applicable) in any proceeding under Bankruptcy Law, notwithstanding the existence of any provisions under Bankruptcy Law that would provide Orbital with a defense to such assumption.
Consent to Assumption. Subject to the conditions contained herein, Noteholder hereby consents to the transfer of the Property (defined below) to Assumptor.
Consent to Assumption. Issuer, Trustee and Borrower hereby consent to the assumption by the Substitute Borrower of all of the obligations of the Borrower under the LURA.
Consent to Assumption. Licensor hereby consents to the assumption by Licensee, as debtor and debtor-in-possession, of this Agreement under Section 365(a) of the Bankruptcy Code (11 U.S.C. §§ 101 et seq.) in a bankruptcy case of Licensee, and hereby waives any right to object to such assumption under Section 365(c)(1) of the Bankruptcy Code.”
Consent to Assumption. Notwithstanding anything to the contrary contained herein, upon the satisfaction of the following conditions, Holdings may effect the Assumption:
(a) Prior thereto or contemporaneously therewith, the Reorganization shall have occurred and the conditions thereto set forth in Section 10.1 shall have been satisfied.
(b) At least a majority of (i) the outstanding principal amount of each separate issuance of Existing Public Debt and (ii) the outstanding aggregate principal amount of the Medium Term Notes shall, in each case, have been assumed by Holdings.
(c) No Default shall have occurred and be continuing or would occur after giving effect to the Assumption.
(d) All governmental and third party approvals necessary in connection with the Assumption shall have been obtained and be in full force and effect.
(e) All existing Indebtedness of Food Lion (other than as permitted pursuant to Section 6.1A) shall have been assumed by Holdings and Food Lion shall have been released from its obligations thereunder (except in its capacity as guarantor after the Assumption).
(f) The Administrative Agent shall have received a certificate signed by the President, a Vice President or a Financial Officer of Holdings, confirming compliance with the conditions set forth in paragraphs (a), (b), (c), (d) and (e) of this Section 10.2.
(g) The Administrative Agent shall have received an assignment and assumption agreement, in a form satisfactory to it, pursuant to which Holdings shall confirm the satisfaction of the conditions to the Assumption and shall acknowledge the Assumption, as Borrower, of all of the obligations of Food Lion hereunder.
(h) The Administrative Agent shall have received from Food Lion either (i) a counterpart of a Related Guarantee signed on behalf of Food Lion or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Related Guarantee) that Food Lion has signed a counterpart thereof.
(i) The Administrative Agent shall have received such legal opinions, documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the authorization of the agreements delivered pursuant to this Section 10.2 and any other legal matters relating to this Agreement or the Assumption, all in form and substance satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify Holdings and the Lenders of the date on which the conditi...
Consent to Assumption. As of the Effective Date, Lender hereby consents to the assumption by Additional Borrowers of the Loan and of all obligations under the Loan Documents, and the addition of Additional Borrowers to the parties (along with Existing Borrowers) that collectively constitute the “Borrower” under the Loan Agreement and the other Loan Documents. This consent is made solely for the benefit of the parties hereto and shall not be deemed, nor shall the same constitute, a waiver by Lender of any of its rights under any of the Loan Documents. This consent by Lender shall not constitute a consent to any subsequent assignment or transfer and shall not relieve Additional Borrowers, Existing Borrowers or any Person claiming under or through Additional Borrowers or Existing Borrowers of the obligation to obtain Lender’s consent, in accordance with the Loan Agreement, to any future assignment or transfer.
Consent to Assumption. Buyer shall submit a complete, written application for assumption of the Underlying Loan Documents within five (5) days after satisfaction of the Feasibility Contingency in Section 9 of this Agreement. Buyer shall pay all required costs and fees and shall make a good faith effort to assume Xxxxxx’s financing at all times during this financing contingency period. Upon Xxxxx’s request, Seller shall assist Buyer by requesting the lender's consent to the assumption on Xxxxx's behalf. Unless Buyer has obtained consent or waiving this condition within days (30 days, if not completed) after satisfaction of the Feasibility Contingency, and provided that Buyer has timely complied with its obligations under this Section; this Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx money.
