Consent to Transactions. It consents to the effect of the consummation of the covenants contained in this Agreement and the Ancillary Agreements, including (i) the commutation of the Quota Share Treaty pursuant to the Quota Share Commutation Agreement, (ii) the commutation of the Financial Security Master Facultative Agreement, (iii) the commutation of any EIB Policy in accordance with Section 6.05(c) and (iv) as a consequence of the foregoing, the effective nullity of the Guarantee and the Financial Security Guarantee and, if any EIB Policy is commuted, the EIB Guarantee that guarantees XLCA’s obligation under such commuted EIB Policy, such that each has no further force or effect.
Consent to Transactions. Each of Ivex (on behalf of IPMC), DCBS, CB and Packaging Investors consents to the consummation of the Reorganization, the consummation of the Distribution pursuant to the terms and conditions set forth in the Distribution Agreement and the consummation of the other transactions contemplated hereby and thereby and, except with respect to the condition set forth in paragraph 6 of this Agreement, each such party agrees that no other consent or waiver of such party shall be required to consummate the Reorganization and the Distribution.
Consent to Transactions. Seller (in his capacity as direct owner or indirectly as trustee, custodian or otherwise) hereby irrevocably consents to the purchase by the Company of shares from Nxxxxxx Xxxxx and Jxxx Xxxxxxx pursuant to the terms of the Stock Repurchase Agreements, and agrees that the transactions are fair and in the interest of the Company’s stockholders. Seller and the Company acknowledge that Nxxxxxx Xxxxx, Jxxx Xxxxxxx, Investment LLC, Txxxxx X. Xxxxxx, Txxx Xxxx, Jxxxxx Xxxxxxxxx, and Silicon Valley Bank (each a “Consenting Person”) have consented to the purchase by the Company of the Shares from Seller.
Consent to Transactions a. Holder acknowledges that the Company intends to cancel its license with Lifeguard Licensing Corp. and settle all claims related thereto, and Holder hereby approves the foregoing.
b. Xxxxxx acknowledges that the Company has entered into an Asset Acquisition Agreement with Imbibe Health Solutions, LLC, pursuant to which the Company will acquire certain assets from Imbibe Health Solutions, LLC, and Holder hereby approves the foregoing acquisition.
c. Xxxxxx acknowledges that the Company has entered into an Asset Acquisition Agreement with various sellers (the “Sellers”), pursuant to which the Company has purchased certain assets from the Sellers and such assets are held by the Company’s wholly-owned subsidiary, Botanical Biotech, LLC, and Holder hereby approves the foregoing acquisition.
Consent to Transactions. Subject to satisfaction of all of the conditions contained herein, Lender consents to the Transactions. This consent is strictly limited to the Transactions described in this Agreement. This Agreement shall not constitute a waiver or modification of any requirement of obtaining Lender’s consent to any future transfer of the Property or any portion thereof or interest therein, any transfer of any direct or indirect interest in Buyer or future change in property management or in the property management agreement, in each case to the extent required by the Loan Agreement, nor shall it constitute a modification of the terms, provisions, or requirements in the Loan Documents in any respect except as expressly provided herein. Buyer specifically acknowledges that any subsequent transfer of the Property, any portion thereof or interest therein, or any direct or indirect interest in Buyer, change in property management or any property management agreement in violation of the Assumed Loan Documents (as expressly modified hereby) or the New Loan Documents shall be an Event of Default thereunder. Seller and Existing Principal hereby ratify the Loan Documents, as modified by this Agreement, and acknowledge and agree that, except as expressly modified in this Agreement, such Loan Documents remain unmodified and are in full force and effect. Buyer and Principal hereby ratify the Assumed Loan Documents, as modified by this Agreement, and acknowledge and agree that, except as expressly modified in this Agreement, such Assumed Loan Documents remain unmodified and are in full force and effect.
Consent to Transactions. Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, the Purchaser hereby consents to (i) the New Revolver Financing, provided that such financing is consummated pursuant to the Senior Loan Documents and (ii) the Subordinated Financing, provided that such financing is consummated pursuant to the Subordinated Loan Documents (as defined in Section 4.3 below) and the liens securing the Subordinated Financing shall at all times be subject to the JL-BBNC Subordination Agreement (as defined in Section 4.3 below).
Consent to Transactions. (a) Each of the parties hereto hereby acknowledges, agrees and consents to all of the Transactions. Each of the parties hereto shall take all reasonable action necessary or appropriate in order to effect, or cause to be effected, to the extent within its control, each of the Transactions and the IPO.
(b) The parties hereto shall deliver to each other, as applicable, prior to or at the Effective Time, each of the Reorganization Documents to which it is a party, together with any other documents and instruments necessary or appropriate to be delivered in connection with the Transactions.
Consent to Transactions. (a) Holder hereby consents to the Restructuring and the assignment of all outstanding equity interests in JRD to Company; and
(b) JRD consents to the assignment of the JRD Ventures to Company.
Consent to Transactions. Subject to satisfaction of all of the conditions contained herein, Noteholder consents to the Transactions. This consent is strictly limited to the Transactions as described in this Agreement. This Agreement shall not constitute a waiver or modification of any requirement of obtaining Noteholder’s consent to any future merger, transfer of interests, transfer of the Property or any portion thereof or interest therein, or mezzanine financing if required under the Loan Documents, nor shall it constitute a modification of the terms, provisions, or requirements in the Loan Documents in any respect except as expressly provided herein. Borrower specifically acknowledges that any future merger, transfer of interests, transfer of the Property or any portion thereof or interest therein, or mezzanine financing in violation of the Loan Documents (as modified by this Agreement) shall be a default thereunder. The Loan Documents are hereby ratified and, except as expressly modified in and by this Agreement, remain unmodified and are in full force and effect.
Consent to Transactions. The Holders acknowledge and consent to the transactions, including, without limitation, the repurchase of the Shares by New AHP Parent pursuant to the Offer, set forth in Sections 2 and 3 of this Agreement. The Holders agree not to (i) put forth or otherwise support any proposal made in opposition to, or in competition with, this Agreement and (ii) take any action or agreement that would reasonably be expected to prevent or impede the consummation of the Reorganization Merger, the Debt Restructuring or the Offer. The Holders further agree to take all actions reasonably necessary to consummate the Debt Restructuring on the term set forth in this Agreement and the Term Sheet.
