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 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 Xxxxxxx Xxxxxx, 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. 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. Lender hereby consents to the sale and transfer of the Sale Assets by Seller to Purchaser, accepts Purchaser as its obligor and shall amend its records to indicate the transfer of the Sale Assets from the name of Seller to the name of Purchaser.
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").
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. The Executives, individually and as Trustees, Gordon Ahalt and the Funds hereby consent to the sale of Common Stock xxxxxxxx xxr herein, and hereby waive any prior rights they may have under all documents to purchase such Common Stock.
Consent to Sale. Xxxxxxxx agrees that Lender may, at its option, sell interests in this Note and its rights and remedies under this Note to one or more financial institutions or other parties acceptable to Lender and, in connection with each such sale, Lender may disclose any financial and other information available to Lender concerning Borrower or any other party to each prospective purchaser.
