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.
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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. The 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. Lender hereby consents to the Purchase.
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 Purchase. The 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.
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Consent to Purchase. The Lenders shall agree in their sole discretion to purchase the Delayed Draw Notes on the Delayed Draw Funding Date.
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.

Related to Consent to Purchase

  • 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.

  • 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 Transfer We will not unreasonably withhold our consent to transfer, provided that all of the conditions described in this Paragraph 11 have been satisfied. Application for our consent to a transfer and tender of the right of first refusal provided for in subparagraph 11.F must be made by submission of our form of application for consent to transfer. You also agree to submit other information and documents (including a copy of the proposed purchase or other transfer agreement) we require under our then-current transfer procedures. The application must indicate whether you or a Principal Owner proposes to retain a security interest in the property to be transferred. No security interest may be retained or created, however, without our prior written consent and except upon conditions acceptable to us. Any agreement used in connection with a transfer shall be subject to our prior written approval, which approval will not be withheld unreasonably. You immediately must notify us of any proposed transfer and must submit promptly to us the application for consent to transfer. Any attempted transfer by you without our prior written consent or otherwise not in compliance with the terms of this Agreement will be void, your interest in this Agreement will be voluntarily abandoned, and it will provide us with the right to elect either to deem you in default and terminate this Agreement or to collect from you and the guarantors a transfer fee equal to two times the transfer fee provided for in subparagraph 11.C.

  • 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.

  • Notice of, and Consent to, Security Interest The Trust hereby notifies the Guarantor that it has granted to the Indenture Trustee, on behalf of the holders of the Notes, a security interest in the Collateral (as defined in the Indenture), including, but not limited to, any and all payment to be made by the Guarantor to the Trust under this Guarantee. The Trust hereby notifies the Guarantor that it has collaterally assigned to the Indenture Trustee, for the benefit of the holders of the Notes, this Guarantee. The Guarantor, by executing this Guarantee, hereby (i) affirms that it has made or simultaneously will make changes to its books and records to reflect such security interest and collateral assignment, (ii) consents to the security interest granted, and collateral assignment made, by the Trust to the Indenture Trustee of this Guarantee, (iii) agrees to make all payments due under this Guarantee to the Collection Account (as defined in the Indenture) or any other account designated in writing to the Guarantor by the Indenture Trustee and (iv) agrees to comply with all orders of the Indenture Trustee with respect to this Guarantee without any further consent from the Trust.

  • Assent to Agreement Every Shareholder, by virtue of having purchased a Share, shall be held to have expressly assented to, and agreed to be bound by, the terms hereof. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the same nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but only to rights of said decedent under the Governing Instrument.

  • Consent to Amendment Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Majority Investors to increase the number of authorized shares of Common Stock to the extent necessary to permit the Company to comply with the provisions of its Certificate of Incorporation or any agreement to which the Company is a party.

  • 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.

  • Acknowledgement and Consent to Bail In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • Amendments Requiring Consent of all Affected Noteholders No amendment to this Agreement may, without the consent of all affected Noteholders, (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, Collections or distributions that are required to be made to the Secured Parties, (ii) change the terms on which the Servicer may exercise its option to purchase the Sold Property under Section 8.1, (iii) reduce the percentage of the Note Balance of the Notes required to consent to any amendment or (iv) change the Specified Reserve Balance.

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