Consent to Sale Clause Samples

Consent to Sale. Until March 12, 2000, and subject to the provisions of Section 2.3 hereof, each of the Securityholders hereby irrevocably agrees that such Securityholder shall not vote or permit to be voted any Securities having voting rights that are owned by such Securityholder or over which such Securityholder has voting control, and shall use such Securityholder's best efforts to cause such Securityholder'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. 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. (c) The procedures for Redemption or Retirement under this Section 3.5 shall be in accordance with Section 2.5 of the Third Amendment. Upon the Redemption of all outstanding shares of Class A Preferred Stock owned by CenCor (or its assigns) and the Retirement ...

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. Parent desires to sell its DataVox business in one asset sale transaction (“Sale Transaction”) because the DataVox business is not a core competency of the Parent, and the Parent desires to focus its resources on its core competencies. Parent anticipates that (i) the aggregate purchase price for the Sale Transaction would be between $60,000 and $100,000 and (ii) the aggregate liabilities that would be assumed by purchasers in connection with the sale of the DataVox business would be between $55,000 and $70,000. In the Sale Transaction, Parent anticipates that (a) approximately eleven full time employees of Parent resident in New York, who are currently dedicated to the DataVox Business, would be offered employment by a purchaser (“Transferred Employees”), (b) Parent would convey only those assets associated with the DataVox Business, including the DataVox name and associated trademarks, one printer, fewer than eight laptop computers, and related IT hardware but no accounts receivable or inventory (the “Sales Transactions Assets”), and (c) that it would assign to the purchaser those liabilities associated with the Transferred Employees. Each Borrower hereby represents and warrants that the Sale Transactions will not affect Borrowing Base. Borrowers hereby request that the Lender waive the application of Section 14.9 of the Loan Agreement to the Sale Transaction. If (i) the Sale Transaction will not affect Borrowing Base, (ii) 100% of the net proceeds of the Sale Transaction are delivered to the Administrative Agent, and (iii) any agreement governing the Sale Transaction provides that the buyer of the DataVox business will immediately turn over to Borrowers for deposit into the Lockboxes any payments on accounts receivable and other amounts that are owing to Borrowers, then Lender hereby consents to the Sale Transaction. Promptly following delivery to Administrative Agent of a detailed listing of all assets being sold in the Sale Transaction and receipt by Administrative Agent of 100% of the net proceeds of the Sale Transaction, the Administrative Agent shall, at the Borrower’s sole cost and expenses, file or record, as appropriate, any partial releases or terminations necessary to effectuate its Security Interests in the Sale Transaction Assets.

Consent to Sale. Subject to the satisfaction (or waiver in writing by Agent) of the conditions precedent set forth in Section 3 hereof, solely for purposes of Section 6.4 of the Credit Agreement, Agent and the Lenders hereby irrevocably consent to the Sale, in accordance with the APA and Sale Agreement, as applicable, so long as all of the following conditions are fully satisfied: (a) immediately after giving effect to the Sale and the exclusion from the Borrowing Base of all Purchased Assets sold by the Sellers in connection with the Sale, the aggregate Revolving Exposure shall not exceed the Availability; (b) no Default or Event of Default has occurred and is existing or will occur as a result of or immediately following the Sale; (c) Agent shall have received a Borrowing Base Certificate giving effect to the exclusion of the Purchased Assets, in form and substance satisfactory to Agent; (d) the Property Sale is consummated pursuant to the Sale Agreement on or prior to August 23, 2024; (e) the Asset Sale is consummated pursuant to the APA on or prior to August 23, 2024; and (f) immediately after giving effect to the Sale, the proceeds of the Sale are remitted to Agent for application to the Obligations as follows: $3,216,805.45 shall be applied to the outstanding Capex Advances, and the remainder shall be applied to the outstanding Revolving Loans. Upon consummation of the Sale in accordance with the terms and conditions of this Amendment, Agent and the Lenders hereby automatically release their security interest in the Purchased Assets that are sold pursuant to the Sale; provided, that, Agent and the Lenders shall retain their security interest in all proceeds of the Sale. Agent and the Lenders shall provide Borrower Representative with any documents reasonably requested by Borrower Representative to evidence or confirm the foregoing release of the Purchased Assets. In addition, upon consummation of the Sale in accordance with the terms and conditions of this ​ ​ Amendment, Agent agrees to file, or permit the Borrower Representative or its designee to so file, a UCC-3 amendment, in form and substance satisfactory to Agent, which amends its filings against the Sellers to evidence its release of its Liens on the Purchased Assets.

Consent to Sale. The Lenders consent to sale of the 236 Aircraft Collateral and the release of the security interests and liens granted under the Collateral Documents solely with respect to Specified 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 Specified Collateral, including the Credit Agreement, the US Mortgage and the Norwegian Mortgage.

Consent to Sale. Notwithstanding anything to the contrary set forth in the First Lien Credit Agreement, the First Lien Lenders and the First 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: (a) The First Lien Administrative Agent shall have received true, correct and complete copies of: (i) the executed Stock Purchase Agreement (including all exhibits and schedules thereto) dated as of April 23, 2008, by and among the Borrowers, the Buyers and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, M.D., in respect of the Sale; (ii) the Escrow Agreement dated as of April 23, 2008, by and among the Borrowers, the Buyers, and LaSalle Bank National Association, as escrow agent; and (iii) the letter agreement regarding early execution dated as of April 23, 2008, from Greater Midwest to Holdings (collectively, the "Sale Documents"). (b) The terms and conditions of the Sale and the Sale Documents shall be in form and substance satisfactory to the First Lien Lenders and the First Lien Administrative Agent. (c) The Second Lien Lenders and the Second Lien Administrative Agent shall have consented to the Sale and approved the Sale Documents. (d) The Borrowers shall prepay the Term Loans under the First Lien Credit Agreement (which prepayment shall not be subject to any prepayment premium or other penalty) in an amount equal to one hundred percent (100%) of the Net Cash Proceeds (as defined in the First Lien Credit Agreement and including all severance and tail insurance premiums paid in connection with the sale) and equal to at least $7,000,000 by directing the Buyers to remit the Net Cash Proceeds payable to the Borrowers in connection with the Sale directly to the First Lien Administrative Agent in accordance with wire transfer instructions to be provided thereby.

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. (b) Borrower shall cause the proceeds of the sale of the 454 Collateral in the amount of $975,000 (the “454 Sale Proceeds”) to be deposited into the Restricted Account. Borrower hereby acknowledges and agrees that the 454 Sale Proceeds and any and all funds in the Restricted Account shall be subject to Agent’s security interest, shall constitute Collateral for the Obligations and shall be subject to the terms hereof and the terms of the Credit Agreement (including Section 2.11 thereof (Application of Payments)) and of the Forbearance Agreement. (c) Effective upon Agent’s receipt of a wire transfer confirmation number evidencing the transfer of the 454 Sale Proceeds as described in Section 7(b) above and Agent’s confirmation of receipt of such funds, and provided no Forbearance Termination Event then exists, Agent agrees to release and discharge its security interests and liens in the 454 Collateral and authorizes and consents to any filings necessary to evidence the releases pursuant to this Section 7 or the discharge of any liens thereof.

Consent to Sale. ▇▇▇▇▇▇▇ acknowledges and agrees that she has received adequate notice of the proposed Transfer (as defined in the Stockholder’s Agreement) of the Purchased Shares pursuant to and in accordance with the terms of this Agreement in full and complete satisfaction of Sellers’ obligations to provide such notice thereof under the Stockholder’s Agreement, and, conditional upon the occurrence of Closing, does hereby knowingly, voluntarily, unconditionally and irrevocably waive all right of first refusal, right of first offer and other preemptive rights she may have under Article IV of the Stockholder’s Agreement with respect to the Purchased Shares and the transactions contemplated by this Agreement.