Consent to Novation Sample Clauses

Consent to Novation. If the Proposed Novation Notice specifies the Authority as the Proposed Substitute, the Material Project Contractor's consent to the novation will be deemed to have been given. If the Proposed Substitute is not the Authority, a novation in accordance with a Proposed Novation Notice will only be effective if the Material Project Contractor consents to that novation in writing in accordance with Section 4.3 and the Authority will (as soon as practicable) supply the Material Project Contractor with the following information: (a) the name and registered address of the Proposed Substitute; (b) the names of the shareholders in the Proposed Substitute and the share capital owned by each of them; (c) the names of the directors and the secretary of the Proposed Substitute; (d) details of the means by which it is proposed to finance the Proposed Substitute (including the extent to which such finance is committed and any conditions precedent as to its availability for drawing); and (e) details of the technical competence of the Proposed Substitute and the resources (including contractual arrangements) which are to be available to the Proposed Substitute to enable it to perform its obligations under the Material Contract.
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Consent to Novation. The Warrantholder hereby consents to the novation, grant, conveyance and transfer of all of the Company’s rights and obligations under, pursuant to or in connection with the Company Warrant Instrument, Company Warrant Certificate and Warrants and shall release and discharge the Company from further performance of the Company Warrant Instrument, Company Warrant Certificate and Warrants and from all liabilities, claims and demands howsoever arising on and with effect from immediately prior to the Effective Time, whether in contract, tort or otherwise, and accepts the performance by, and the liability of, Pubco under the Company Warrant Instrument, Company Warrant Certificate and Warrants, each as amended or modified by this Agreement and in each case, on and with effect from immediately prior to the Effective Time, in place of the performance by, and the liability of, the Company. For the avoidance of doubt, the Company shall not be released or discharged in respect of any and all of the Company’s rights and obligations under, pursuant to or in connection with the Company Warrant Instrument, Company Warrant Certificate and Warrants which have accrued up to immediately prior to the Effective Time, whether in contract, tort or otherwise.
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Consent to Novation. (a) The Lenders hereby authorize the Agent to from time to time, at the request of the Company and without their further consent, enter into Novation Agreements in substantially the form of Exhibit E hereto, pursuant to which and in accordance with the terms of which the Company shall be substituted as "Borrower" under the Notes of certain Borrowers and such Borrowers shall be released from their Obligations thereby. This authorization shall remain in effect as to each Lender until written notice of revocation has been received by the Agent from such Lender. (b) The Agent shall provide notice to the Lenders promptly after entering into a Novation Agreement pursuant to this Section 12.02.
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Consent to Novation. If instructed by the Transferee in writing, the Transferor shall take such action as the Transferee may reasonably request and shall use reasonable endeavours to procure the agreement of all counterparties to the Termsheet to the novation of the Termsheet in favour of the Transferee and the substitution of the Transferee for the Transferor as a party to the Termsheet.
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Consent to Novation a. The parties hereto agree that as of the Effective Date, UMBFS will replace RFS as a party to the Agreement and thereby become the Platform Manager thereunder from and after the Effective Date. UMBFS will assume all rights and liabilities under the Agreement that relate to or arise out of any facts, circumstances or events that occur on or after the Effective Date and do not arise as a result of a breach by RFS of the Agreement prior to the Effective Date. The Fund hereby consents to the novation described above and releases RFS from any and all liability that may arise under or by reason of the Agreement on or after the Effective Date, other than as a result of breach by RFS of the Agreement before the Effective Date for which RFS shall remain liable. In no event will the Fund hold UMBFS liable for the actions or inactions of RFS. b. As of the Effective Date, RFS novates all of its rights under the Agreement to UMBFS, and RFS will deliver to UMBFS all property, books, records and correspondence of the Fund to the extent related to the Agreement that are in the possession of RFS, whether in paper or electronic files. As of the Effective Date, UMBFS hereby accepts RFS’s novation of the Agreement and assumes RFS obligations thereunder. c. All references in the Agreement to RFS are hereby replaced with “UMB Fund Services, Inc.” and “UMBFS”, as applicable, and UMBFS’ address for all purposes under the Agreement is 200 X. Xxxxxx Xx., Xxxxxxxxx, XX 00000. d. The parties hereto each agree that it will execute and deliver such instruments, documents, agreements, consents and assurances and will take such other action as UMBFS may reasonably require to carry out the intent and purpose of this Novation and Amendment.
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Consent to Novation. (a) Where the Proposed Substitute is the Crown or a Successor Governmental Entity, the Major Sub-contractor will be deemed to have given its consent to the novation. In that case, the Major Sub-contractor irrevocably: (i) appoints the Crown and the Crown’s nominees from time to time, jointly and severally, as the Major Sub-contractor’s attorney with full power and authority to sign on its behalf all documents the Crown requires to legally effect the novation of the Major Sub-contract Documentation to the Crown or the Successor Governmental Entity; and (ii) agrees to ratify and confirm whatever action is taken by that attorney or those attorneys for the purposes of giving legal effect to that novation. (b) Where the Proposed Substitute is not the Crown or a Successor Governmental Entity, the Major Sub-contractor must consent to the proposed novation, unless the Major Sub-contractor demonstrates to the Crown’s reasonable satisfaction that: (i) the Proposed Substitute does not have the legal capacity, power and authorisation to become a party to and perform the obligations of the Contractor under the Major Sub-contract; (ii) the technical competence and financial standing of, and the technical and financial resources available to, the Proposed Substitute are not sufficient to perform the obligations of the Contractor under the Major Sub-contract; or (iii) the Major Sub-contractor would be placed in breach of Law by the proposed novation. (c) Where the Proposed Substitute is not the Crown or a Successor Governmental Entity, within 10 Business Days of the later of receipt of a Proposed Novation Notice and all information required under clause 11.2, the Major Sub-contractor must: (i) notify the Crown in writing as to whether or not it consents to the novation of the Major Sub-contract Documentation; and (ii) where that request for consent is not approved, provide an explanation of the reasons why. (d) The Major Sub-contractor is deemed to have given its consent to the novation of the Major Sub-contract Documentation to the Proposed Substitute for the purposes of clause 11.3(c) if the Major Sub-contractor fails to serve notice in writing on the Crown within the period required by that sub-clause. (e) If, in accordance with this clause 11.3, the Major Sub-contractor withholds its consent to a Proposed Novation Notice: (i) the Crown shall be entitled to give one or more subsequent Proposed Novation Notices, pursuant to the provisions of clause 11.1 and clause 11.2,...
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Related to Consent to Novation

  • CONSENT TO AGREEMENT You acknowledge receipt of a copy of this Agreement. By signing the application; or by using Your Account or any Account access device; or by authorizing another to use Your Account, You agree to and accept its terms.

  • Consent to Service Each party irrevocably consents to the service of process by registered or certified mail, postage prepaid, to it at its address given pursuant to Article XVIII hereof.

  • Consent to Breach Not Waiver No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

  • Consent to Forum EACH OBLIGOR HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER NEW YORK, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH OBLIGOR IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3. 1. Nothing herein shall limit the right of Agent or any Lender to bring proceedings against any Obligor in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in this Agreement shall be deemed to preclude enforcement by Agent of any judgment or order obtained in any forum or jurisdiction.

  • Consent to Amendments This Agreement may be amended, and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) of the Notes of each Series except that, (i) with the written consent of the holders of all Notes of a particular Series, and if an Event of Default shall have occurred and be continuing, of the holders of all Notes of all Series, at the time outstanding (and not without such written consents), the Notes of such Series may be amended or the provisions thereof waived to change the maturity thereof, to change or affect the principal thereof, or to change or affect the rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to the Notes of such Series, (ii) without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to or waiver of the provisions of this Agreement shall change or affect the provisions of paragraph 7A or this paragraph 11C insofar as such provisions relate to proportions of the principal amount of the Notes of any Series, or the rights of any individual holder of Notes, required with respect to any declaration of Notes to be due and payable or with respect to any consent, amendment, waiver or declaration, (iii) with the written consent of Prudential (and not without the written consent of Prudential) the provisions of paragraph 2B may be amended or waived (except insofar as any such amendment or waiver would affect any rights or obligations with respect to the purchase and sale of Notes which shall have become Accepted Notes prior to such amendment or waiver), and (iv) with the written consent of all of the Purchasers which shall have become obligated to purchase Accepted Notes of any Series (and not without the written consent of all such Purchasers), any of the provisions of paragraphs 2B and 3 may be amended or waived insofar as such amendment or waiver would affect only rights or obligations with respect to the purchase and sale of the Accepted Notes of such Series or the terms and provisions of such Accepted Notes. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term "this Agreement" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

  • 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.

  • Amendment and Modification; Waiver This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

  • Amendments and Modification This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

  • Consent to Suit In the case of any dispute under or in connection with this Agreement, the Indemnitee may only bring suit against the Corporation in the Court of Chancery of the State of Delaware. The Indemnitee hereby consents to the exclusive jurisdiction and venue of the courts of the State of Delaware, and the Indemnitee hereby waives any claim the Indemnitee may have at any time as to forum non conveniens with respect to such venue. The Corporation shall have the right to institute any legal action arising out of or relating to this Agreement in any court of competent jurisdiction. Any judgment entered against either of the parties in any proceeding hereunder may be entered and enforced by any court of competent jurisdiction.

  • Consent to Assignment The Assignor hereby irrevocably assigns the Agreement in all respects to the Assignee and the Assignee accepts the assignment thereof in all respects.

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