Consent to Sale. Borrower has requested that Lender consent to the sale of Borrower's "Maiden Plant" located in Maiden, North Carolina (the "Maiden Plant"). By its signature below, Lender hereby consents to the sale of the Maiden Plant by the Borrower, provided that the net proceeds of such sale are remitted to Lender as a mandatory prepayment of the Revolving Advances. Borrower and Lender hereby agree that for purposes of calculating EBITDA under the Credit Agreement, impairment and restructuring costs of the Maiden Plant closing as reflected on the Borrower's income statements in accordance with GAAP are considered extraordinary costs.
Consent to Sale. Each Borrower may sell or enter into any agreement to sell or otherwise dispose of its Mortgaged Ship without the prior written consent of the Agent or the other Creditors, if such Borrower delivers to the Agent evidence satisfactory to the Agent (acting on the instructions of the Majority Banks) that such sale is or will be for the full value of such Mortgaged Ship to an arm's length purchaser and is for payment in cash and provided further that no Event of Default has occurred and is continuing or will, on completion of such sale, have occurred and be continuing, and the Agent (acting on the instructions of the Majority Banks) is satisfied that on or immediately after the delivery of such Mortgaged Ship to the relevant purchaser, the net sale proceeds of such Mortgaged Ship will be not less than the full amount payable to the Creditors upon completion of such sale pursuant to this clause 4.3 and any other amounts payable under clause 4.4.
Consent to Sale. Notwithstanding anything to the contrary set forth in the Second Lien Credit Agreement, the Second Lien Lenders and the Second Lien Administrative Agent hereby consent to the sale (the "Sale") of all of the issued and outstanding stock of Sierra Medical Management, Inc. ("SMM"), Sierra Primary Care Medical Group, A Medical Corporation ("Sierra"), Antelope Valley Medical Associates, Inc. ("Antelope Valley") and Pegasus Medical Group, Inc. ("Pegasus") to Greater Midwest ("Greater Midwest") and Sierra Medical Group Holding Company, Inc. ("Heritage PC", together with Greater Midwest, the "Buyers") and waive any Event of Default (including, without limitation, any Change of Control) that would otherwise be caused by the consummation of the Sale, subject to the satisfaction of each of the conditions precedent set forth below and in Section 4:
Consent to Sale. Subject to the terms and conditions herein, CenCor hereby (a) consents to the sale (the "Michigan Sale") of the real property located in Warren, Michigan (the "Michigan Property"), owned by Concorde Career Colleges, Inc.; (b) waives any restrictions set forth in Section 7.1 or elsewhere in the Agreement with respect thereto; and (c) agrees to release its mortgage with respect to the Michigan Property and any other Liens it has related thereto in connection with the closing of the Michigan Sale. In the event the Michigan Property is sold prior to Closing, fifty percent (50%) of the proceeds, net of brokerage commissions, costs of sale, and taxes (the "Michigan Allocated Proceeds"), shall be applied to the retirement of Class A Preferred Stock or the Class A-1 Preferred Stock, whichever is then outstanding. Promptly upon the receipt of the Michigan Allocated Proceeds, Concorde shall redeem that number of whole shares of Class A Preferred Stock, or Class A-1 Preferred Stock, held by CenCor (or its assigns) equal to the amount of such Michigan Allocated Proceeds divided by the Redemption Price. Any Allocated Proceeds remaining that would have been applied but for the requirement that only whole shares be redeemed, shall be retained by Concorde and aggregated with subsequently received Allocated Proceeds for future Redemptions/Retirements. (a) Following the Redemption of all outstanding shares of Class A Preferred Stock or Class A-1 Preferred Stock, Concorde shall pay any remaining Michigan Allocated Proceeds to CenCor with respect to the Debenture, pursuant to the terms of the Agreement, first to be applied to the payment of any then accrued but unpaid interest on the Debenture and next to the principal amount of the Debenture. (b) Except as otherwise provided for in this Section 3.5, the date of Redemption or Retirement with respect to any Michigan Allocated Proceeds shall not occur prior to three (3) business days from the date of the receipt of good funds with respect to the Michigan Allocated Proceeds received by Concorde. Notwithstanding anything herein to the contrary, Concorde shall have no obligation to effect a Redemption or Retirement unless and until its receipt of Michigan Allocated Proceeds
Consent to Sale. Until March 12, 2000, and subject to the provisions of Section 2.3 hereof, each of the Stockholders hereby irrevocably agrees that such Stockholder shall not vote or permit to be voted any Securities having voting rights that are owned by such Stockholder or over which such Stockholder has voting control, and shall use such Stockholder's best efforts to cause such Stockholder's designees as directors not to vote, in favor of any sale of Holding or its business (whether by merger, consolidation, sale of all or substantially all of the assets or capital stock of Holding and/or one or more of its Subsidiaries, or otherwise), if the proposed sale has not been previously approved in writing by the Majority AGI Holders, the Majority Heritage Holders and the Majority Klearfold Holders.
Consent to Sale. (a) The Lenders consent to sale of the 454 Collateral and the release of the security interests and liens granted under the Collateral Documents solely with respect to 454 Collateral. The Lenders hereby authorize Agent to enter into and deliver appropriate lien releases, filings and related instruments necessary to effectuate the terms of this Agreement and the discharge of the liens granted to Agent under the Collateral Documents with respect to the 454 Collateral, including the Credit Agreement and the Mortgage.
Consent to Sale. Agent Bank will consent to the sale to a Qualified Buyer with respect to each Transaction that closes in accordance with the terms of a letter of intent that has been consented to in writing by Lending Group per the Sale Milestone provisions set forth above (or that closes with another Qualified Buyer at net economic cash-benefit to the Lending Group not less than that set forth in such letter of intent and on terms and conditions otherwise satisfactory to the Lending Group) and release its liens on the assets sold in each such Transaction when all proceeds of each such Transaction (net of ordinary and customary closing costs consented to by Agent Bank in its reasonable discretion) have been delivered to Agent Bank for application to Supplier’s obligations to the Lending Group that are secured by such assets.
Consent to Sale. Agent and Lenders consent to the sale by Mechanical of all or substantially all of its assets and business ("Mechanical Sale") so long as: (i) the net sales proceeds received by Mechanical for such transaction are not less than $200,000 and such net sales proceeds are applied to the Loans when received as provided in subsection 3.3.1 of the Loan Agreement; (ii) after giving effect to such Mechanical Sale no Default or Event of Default exists; (iii) prior to the consummation of the Mechanical Sale, true and complete copies of the material documents and agreements (in substantially final form) evidencing the Mechanical Sale have been delivered to Agent and the terms and conditions of such documents and agreements shall have been reasonably acceptable to Agent; and (iv) the Mechanical Sale is consummated on or prior to June 30, 2013. Exhibit 10(l)
Consent to Sale. Agent and Lenders consent to the sale by Thermal Care of all or substantially all of its assets and business (“Thermal Care Sale”) so long as: (i) the net sales proceeds received by Thermal Care for such transaction are at least $10,000,000 and such net sales proceeds are applied to the Loans as provided in subsection 3.3.1 of the Loan Agreement; (ii) after giving effect to such Thermal Care Sale no Default or Event of Default exists; (iii) prior to the consummation of the Thermal Care Sale, true and complete copies of the material documents and agreements (in substantially final form) evidencing the Thermal Care Sale have been delivered to Agent and the terms and conditions of such documents and agreements shall have been acceptable to Agent (the terms and conditions of the TRA draft Asset Purchase Agreement dated 4/23/13 being acceptable to Agent); and (iv) the Thermal Care Sale is consummated on or prior to May 2, 2013.
Consent to Sale. Banks hereby consent to Guarantor's sale of the stock of MOS pursuant to the Stock Purchase Agreement, and Banks agree to release their security interest in the assets of MOS, so long as Banks receive, in cash, or immediately available funds, the $500,000 payable to Guarantor under the Consulting Agreement and the net proceeds to be received by Guarantor under the Stock Purchase Agreement, in no event to be less than SIX MILLION THREE HUNDRED EIGHTEEN THOUSAND SEVEN HUNDRED FORTY-TWO DOLLARS ($6,318,742) ("Net Proceeds").
