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. (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...
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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. 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.
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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.
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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.
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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.
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Consent to Purchase. Lender hereby consents to the Purchase.
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Related to Consent to Purchase

  • Agreement to Purchase The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on August 22, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $301,354,734, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

  • 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 On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest (but not obligations) in and to: (a) each Receivable of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the date (the “Cut-Off Date”) that is (i) with respect to each Originator party hereto on the Closing Date, 1 Business Day prior to the Closing Date, and (ii) with respect to any Originator that first becomes a party hereto after the Closing Date, 1 Business Day prior to the date on which such Originator becomes a party hereto or such other date as the Buyer and such Originator agree to in writing; (b) each Receivable generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of the foregoing Receivables; (d) all monies due or to become due to such Originator with respect to any of the foregoing; (e) all books and records of such Originator to the extent related to any of the foregoing; and (f) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Account Debtors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or Related Security or are applied to such amounts owed by the Account Debtors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables or Related Security, and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Account Debtors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). (g) all rights, remedies, powers, privileges, title and interest (but not obligations) with respect to the Receivables sold hereunder; and (h) all rights, remedies, powers, privileges, title and interest (but not obligations) in and to all Interim Deposit Accounts, Designated Deposit Accounts, Controlled Accounts and Agent Deposit Accounts into which any Collections or other proceeds with respect to such Receivables may be deposited (which Interim Deposit Accounts existing on the Closing Date shall be transferred to the Buyer under a separate agreement prior to the Initial Borrowing Date), and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC). All purchases hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement and each other Loan Document. No obligation or liability to any Account Debtor or any other Person on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The Buyer’s foregoing agreement to purchase Receivables and the proceeds and rights described in clauses (c) through (h) (collectively; the “Related Rights”), is herein called the “Purchase Facility.”

  • 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 Buyer acknowledges that it was the successful bidder for the Property at the Foreclosure Sale with a successful bid for the Property at the Foreclosure Sale in the amount of [ ] ($ ) (the “Purchase Price”), and agrees to purchase all of the interest in the Property from Seller in accordance with and in reliance upon the terms and conditions of this Agreement.

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

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