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Consent to Purchase Sample Clauses

Consent to Purchase. By execution of this Amendment, Lender acknowledges that it has waived the written notification required by Section 9.2 of the Loan Agreement with respect to, and hereby consents to, the acquisition by Borrower of the outstanding capital stock of Subsidiary.
Consent to Purchase. Lender hereby consents to the Purchase.
Consent to PurchaseThe Mortgagee hereby consents to (a) the transfer and conveyance of the Property by Seller to the Purchaser, (b) the transfer and assignment by the Seller of all of the membership interests in the Purchaser to COP-ORL TWO, LLC, a Florida limited liability company, and (c) the assumption by the Purchaser ofthe Original Loan Documents. Nothing contained herein, however, shall in any manner be interpreted or construed as a consent by the Mortgagee to any further sale, transfer, or conveyance of all or any portion of any interest in the Property or any further transfer or assignment of the membership interests in the Purchaser.
Consent to Purchase. Subject to terms and conditions reasonably required by the Agent and the Required Lenders, the Agent and the Required Lenders shall consent to the purchase by the Lead Borrower of certain assets of [USDF], a California corporation (the “Seller”), relating to the Seller’s textile dyeing and finishing business, which assets are more specifically described in that certain Asset Purchase Agreement to be entered into between the Lead Borrower and the Seller. For purposes of clarity, the purchase of such assets shall not be deemed to utilize any portion of the $3,000,000.00 Permitted Acquisitions basket referred to above.
Consent to PurchaseThe Lenders shall agree in their sole discretion to purchase the Delayed Draw Notes on the Delayed Draw Funding Date.
Consent to Purchase. Lender hereby consents to the acquisition of the Property by Purchaser and the assumption by Purchaser of the Original Loan Documents in accordance with the terms of this Agreement. Seller and Purchaser acknowledge that this Agreement is the one-time assumption allowed by Lender under Subsection 14.1 of the Deed of Trust. Nothing contained herein, however, shall in any manner be interpreted or construed as a consent by Lender to any further sale, transfer, or conveyance of all or any portion of any interest in the Property or any portion thereof.
Consent to Purchase. (a) Notwithstanding anything to the contrary set forth in the Credit Agreement, subject to the terms and conditions contained herein, Agent and Lenders consent to the Sale of the Acquired Assets in connection with the Component Business pursuant to the terms of the Purchase Agreement as in effect on the date hereof (the “Consent”); provided, that, the foregoing Consent is expressly conditioned upon Agent and Lenders receipt of the following: (i) from Purchaser, in the account set forth in Section 5(f) below, at closing, an amount of not less than $6,500,000, in cash or other immediately available funds by wire transfer for application against (A) the Supplemental Loan and (B) the Obligations in accordance with the Credit Agreement (the “Closing Payment”); (ii) evidence that each of the Letters of Credit set forth on Schedule A hereto in the aggregate outstanding amount of $2,400,000 have been cancelled and the originals of each such Letter of Credit returned to the Issuing Bank; (iii) a true correct and complete copy of the Purchase Agreement and any such other information, documents or instruments related thereto, including a copy of the xxxx of sale and other title transfer documents executed by and between Jaco and WPG, duly authorized executed and delivered by the parties thereto; (iv) a letter agreement from Purchaser, duly authorized, executed and delivered by Purchaser, pursuant to which Purchaser, among other things, acknowledges the security interest of Agent and Lenders in the Accounts related to the Component Business and agrees to forward any amounts received in respect of the Accounts related to the Component Business to the account of Agent set forth in Section 7(f) below (the “Purchaser Letter Agreement”); and (v) of an original of this Amendment (or an executed copy hereof by facsimile or by email), duly authorized, executed and delivered by each of Borrowers. (b) In connection with the consummation of the Sale, as consented to hereunder, and the receipt by Agent of the Closing Payment, Agent’s and Lenders’ security interest in and lien upon all of the Acquired Assets in connection with the Component Business shall thereupon be automatically released (the “Release”). In order to evidence the Release with respect to the Acquired Assets, Agent and Lenders agree to deliver to Borrowers, or their designee, a UCC Amendment with respect to the UCC-1 financing statement presently filed of record by Agent and Lenders with respect to Jaco with the N...
Consent to PurchaseThe Company hereby consents to the Stock Purchase and represents that its Board of Directors has, at a meeting duly called and held (a) determined that the Stock Purchase and the Merger are fair to, and in the best interests of the Company and its stockholders and (b) approved this Agreement, the Stock Purchase and the Merger. The Company has received the opinion of Wassxxxxxxx Xxxxxxx & Xo., Inc. that the consideration to be received by the holders of Common Stock in the Merger is fair, from a financial point of view, to such holders.

Related to Consent to Purchase

  • Agreement to Purchase The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $85,459,192. The sale of the Mortgage Loans shall take place on August 24, 2004 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 14), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 14).

  • 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.

  • Decision to Purchase The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Servicer other than those contained in the Servicing Agreement or this Assignment Agreement.

  • Right to Purchase Section 11.23

  • Election to Purchase (To Be Executed Upon Exercise of Warrant)

  • Agreement to Purchase and Sell Subject to the terms and conditions contained herein, at the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to Oscient, and Oscient shall purchase and accept from Reliant or its Affiliates, all right, title, and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”), free and clear of all Security Interests: (a) the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes); (b) the Promotional Materials; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement.

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • CONDITIONS TO PURCHASE The obligation of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxx. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) Opinions of Xxxxxx and Xxxxx, LLP, counsel to the Company, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request.

  • Agreement to Purchase Purchase Price a. Upon the terms and subject to the conditions of this Agreement, on the Purchase Date (as defined below) the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, ________ (------) shares of the Company's Common Stock (the "Shares") at a purchase price of _______ ($_____) per Share, for a total purchase price of _______________ ($_______). The term "Shares" refers to the purchased Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser's ownership of the Shares.

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: