Consent to Dispositions Sample Clauses

Consent to Dispositions. Notwithstanding Sections 11.2(c) and 7.3(b)(ii) of the Credit Agreement, the Lenders hereby consent to the disposition of assets located in South Eastern Alberta and having combined production of approximately 1,700 boe/d for gross cash proceeds of $67,000,000 pursuant to the following agreements: (a) an asset purchase and sale agreement dated as of May 5, 2010 between the Borrower, [Redacted] and [Redacted]; and (b) an asset purchase and sale agreement dated as of May 7, 2010 between the Borrower and [Redacted]. The Agent and the Lenders acknowledge and agree that the full amount of the dispositions consented to herein shall be excluded from the calculation of “Annual Disposition Limit”
Sample 1
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Consent to Dispositions. (a) Notwithstanding Sections 10.10, 10.11 or any other provision of the Securities Purchase Agreement to the contrary, Purchaser hereby consents to the Dispositions, including (without limitation) the amendment to the Management Agreement for Mid-Atlantic Dental Associates, P.A. that excludes the Annapolis/Cross Keys Practices from the operation of such agreement entered into in connection with the MON Disposition, and agrees that no Disposition shall constitute a Change in Control. (b) Contemporaneously with the closing of the DCA Disposition, (i) DCA and DCA's subsidiaries shall be, and are hereby automatically released from all Obligations, (ii) Purchaser will accept an allonge to the Note and each PIK Note deleting DCA as an Issuer and payor of such notes, and (iii) each Subsidiary of DCA shall be released from any Guarantee of any Obligations. (c) The foregoing consent to the DCA Disposition is expressly conditioned upon, and shall not be effective until satisfaction of, the following conditions: (i) The Senior Lenders shall have given their written consent to the DCA Disposition, and a copy of such written consent shall have been delivered to Purchaser; (ii) The Holders of the 7% Convertible Subordinated Notes shall have given their written consent to the DCA Disposition, and a copy of such written consent shall have been delivered to Purchaser, and shall have received no additional consideration therefor, other than the reduction of the conversion price thereof by an amount not to exceed $2.71 per share; (iii) If and to the extent that either the Senior Lenders or the Holders of the 7% Convertible Subordinated Notes shall receive any further or additional consideration for, in respect of or in connection with granting their consent to any Disposition, Purchaser shall have received equivalent consideration. By way of example and not limitation, if the conversion price of the 7% Convertible Subordinated Notes is reduced pursuant to the 7% Subordinated Debt Amendments or otherwise, then the exercise price for the Restated LLCP Warrant shall be reduced dollar for dollar. Further, if any consideration in excess of or in addition to the consideration reflected in the Senior Credit Agreements, as amended through the date hereof by Amendment Agreement No. 3 and Waiver and Amendment Agreement No. 6 and Waiver in the form provided to Purchaser on the date hereof is paid to the Senior Lenders under the Senior Credit Agreements in connection with the Dispositio...
Sample 1
Consent to Dispositions. Notwithstanding the terms and conditions of Section 7.1 of the Loan Agreement: A. Bank hereby consents to the sale and transfer of Borrower’s Hopland real property and asset sale, including 100% of its equity interest in Real Goods Trading (the “Hopland Disposition”), so long as (i) no Event of Default has occurred and is continuing or would result immediately after giving effect to such Hopland Disposition; and (ii) the Hopland Disposition results in gross proceeds to the Borrower of not less than One Million Dollars ($1,000,000), which proceeds from such Hopland Disposition shall be used by Borrower for working capital purposes and to fund its general business requirements and not for personal, family, household or agricultural purposes; and B. Bank hereby consents to the sale and transfer of its commercial business pipeline and employees to Sun Edison (the “Sun Edison Disposition”), so long as (i) no Event of Default has occurred and is continuing or would result immediately after giving effect to such Sun Edison Disposition; and (ii) the Sun Edison Disposition results in gross proceeds to the Borrower of not less than $0.10 per watt of installation contracts sold to Sun Edison, which proceeds from such Sun Edison Disposition shall be used by Borrower for working capital purposes and to fund its general business requirements and not for personal, family, household or agricultural purposes.
Sample 1

Related to Consent to Dispositions

  • No Dispositions Except for the transfer of assets in the ordinary course of business consistent with prior practice, no party shall sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets, which are material, individually or in the aggregate, to such party.

  • Data Disposition When the contracted work has been completed or when the Data is no longer needed, except as noted above in Section 5.b, Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by:

  • Dispositions and Involuntary Dispositions Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds in an amount equal to 100% of the Net Cash Proceeds received from any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month period.

  • Limitations on Dispositions of Collateral The Debtor will not sell, transfer, lease, or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so other than dispositions of Inventory in the ordinary course of the Debtor’s business; provided, however that the Debtor will be allowed to grant licenses to its products and related documentation in the ordinary course of business and to establish or provide for escrows of related intellectual property in connection therewith.

  • Restrictions on Dispositions Shareholder agrees that, from and after the date of this Agreement and through the Effective Time, he or she will not take any action that will alter or affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancorp or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.

  • REO Disposition Within 30 days following an REO Disposition, the Servicer shall provide to the Master Servicer a statement of accounting for the related REO, including without limitation, (i) the loan number of the related Mortgage Loan, (ii) the date such Mortgaged Property was acquired in foreclosure or by deed in lieu of foreclosure, (iii) the date of REO Disposition, (iv) the gross sales price and related selling and other expenses, (v) accrued interest calculated from the date of acquisition to the disposition date and (vi) such other information as the related trustee may reasonably request.

  • Asset Dispositions Make any Asset Disposition, except: (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Restricted Subsidiaries; (i) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries, (ii) exclusive licenses and sublicenses of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or made in the ordinary course of business consistent with past practice or (iii) exclusive licenses and sublicenses, assignments of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or made in the exercise of the Borrower’s reasonable business judgment, where such exclusive license, assignment or other Asset Disposition is not reasonably expected to have a Material Adverse Effect; (c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries; (d) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 4.4(b) are complied with in connection therewith; (e) Assets Dispositions in connection with transactions expressly permitted by Section 9.4; (f) Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Event of Default shall exist or would result from such Asset Disposition and (ii) such Asset Disposition is made for Fair Market Value and the consideration received shall not be less than 75% in cash or Cash Equivalents; and (g) Asset Dispositions of accounts receivable transferred as part of a Permitted A/R Financing.

  • Limitations on Disposition Grantor will not sell, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Credit Agreement.

  • Consent to Disclosure Each Company Shareholder consents to and authorizes the Company or SPAC, as applicable, to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that the Company or SPAC, as applicable, reasonably determines to be necessary or advisable in connection with the Mergers or any other transactions contemplated by the Merger Agreement or this Agreement, such Company Shareholder’s identity and ownership of such Company Shareholder’s Subject Shares, the existence of this Agreement and the nature of such Company Shareholder’s commitments and obligations under this Agreement, and such Company Shareholder acknowledges that the Company or SPAC may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Company Shareholder agrees to promptly give the Company or SPAC, as applicable, any information that is in its possession that the Company or SPAC, as applicable, may reasonably request for the preparation of any such disclosure documents, and such Company Shareholder agrees to promptly notify the Company and SPAC of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Company Shareholder shall become aware that any such information shall have become false or misleading in any material respect.

  • Disposition of Proceeds The Security Documents contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

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