Consents and Acknowledgements Sample Clauses

Consents and Acknowledgements. Each Party irrevocably acknowledges and agrees that this Agreement is not and shall not be deemed to be a solicitation for consents to the Plan (if any). The acceptance of the Plan (if any) by each of the Consenting Noteholders and each Consenting Lender shall be solicited pursuant to the Disclosure Statement and related ballots in accordance with applicable law, and subject to sections 1125, 1126, and 1127 of the Bankruptcy Code. This Agreement does not constitute, and shall not be deemed to constitute, an offer for the purchase, sale, exchange, hypothecation, or other transfer of securities for purposes of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other federal, state, or provincial law or regulation.

Consents and Acknowledgements. The Administrative Agent has received from the Borrower (a) the letter from the Borrower to Newmont Capital Limited, successor-in-interest to Franco-Nevada Mining Corporation ("Newmont") executed by Newmont whereby Newmont consents to, among other things, the execution and delivery of the Mortgage and the assignment of the Claims (as defined in such letter) by the Borrower to the Administrative Agent pursuant to the Mortgage as security for the Obligations and (b) the letter from the Borrower to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Fort ▇▇▇▇▇▇▇▇ Investments, Inc. and ▇▇▇▇▇ Nickel Mines, Inc. (collectively, the "Mouats") executed by the Mouats pursuant to which the Mouats consent to, among other things, the execution and delivery of the Mortgage and the assignment the Claims (as defined in such letter) by the Borrower to the Administrative Agent pursuant to the Mortgage as security for the Obligations. The Administrative Agent shall have received evidence satisfactory to it that the Borrower has delivered to each refiner, warehouseman and Specified Assigned Agreement Counterparty (as such term is defined in the Mortgage) a Counterparty Notice and that Borrower has used all commercially reasonable efforts to receive an executed acknowledgement of such Counterparty Notice from each such Person.

Consents and Acknowledgements. It shall, and shall cause each other Obligor to, use commercially reasonable efforts to obtain, [Redacted - Commercially Sensitive], Consent and Acknowledgment Agreements from counterparties to the Material Agreements which an Obligor is a party as of the Closing Date, which are not Freely Transferrable Material Agreements and for which Consent and Acknowledgment Agreements are to be sought, as more particularly contemplated in Schedule 7.1(p).

Consents and Acknowledgements. Seller shall have obtained and delivered to PRGUSA the written consent of all Lenders under that certain Amended and Restated Credit Agreement dated as of April 1, 1999 (as amended to the date hereof, the "Credit Agreement"), by and among Shareholder, as borrower, and EPS, Seller and certain other affiliates of the Shareholder, as guarantors, and the several lending institutions from time to time party thereto as "Lenders" and Bank of America, N.A. (formerly known as Bank of America National Trust and Savings Association), as administrative agent (in such capacity, the "Agent") to the sale contemplated herein and a release of all liens of Lenders on the Purchased Assets satisfactory to PRGUSA, and such consent shall remain in full force and effect at and as of the Closing. In addition, Seller, Shareholder, EPS Solutions Corp. and InterVoice-Brite, Inc. shall have provided PRGX and PRGUSA with written acknowledgements satisfactory to them and to PRGUSA to the effect that neither Seller, Shareholder and EPS Solutions Corp., on the one hand, nor InterVoice-Brite, Inc., on the other hand, has any claims against the other and that InterVoice-Brite, Inc. waives any claims it has or may have against PRGUSA or PRGX under that certain Warrant No. 1 to purchase 5,000 shares of Common Stock of Seller and, in certain circumstances shares of Common Stock of EPS dated April 14, 1999 ("Warrant") including without limitation any claims under Section 2.06 or Sections 3.04 thereof, to enforce any rights under such Warrant against PRGUSA or PRGX and agrees that its sole remedy under such Warrant shall be against Seller and EPS. Seller shall have delivered to PRGUSA a consent and agreement acceptable to PRGUSA relating to an assignment of Seller's leasehold interest in certain equipment leased to Seller from LaSalle National Leasing Corporation and described on Schedule 4.16 hereof

Consents and Acknowledgements. (a) The Seller hereby expressly consents to the transfer to the Purchasers of all of the Seller's right, title and interest in, to and under the Seller Note, the Seller Warrants, the Securities Purchase Agreement, the Investor Rights Agreement and each of the Security Documents. (b) The Seller hereby expressly acknowledges that, following the Closing Date, the Purchasers shall have succeeded to all of the Seller's rights under the Securities Purchase Agreement (including, without limitation, all rights under the Seller Note and the Seller Warrants), the Investor Rights Agreement and each of the Security Documents. (c) The Seller hereby expressly acknowledges that, following the Closing Date, each Purchaser shall be deemed for all purposes to be a "Purchaser" under each of the Securities Purchase Agreement, the Investor Rights Agreement and each of the Security Documents and shall have the right to enforce the provisions of each such agreement as if such Purchaser were an original party thereto. (d) The Seller shall use best efforts to obtain from each of the Remaining Holders, as soon as practicable following the Closing, an agreement, for the benefit of the Purchasers, confirming the matters set forth in Sections 1.3(a), 1.3(b) and 1.3(c) above.

Consents and Acknowledgements. Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, (a) the Lenders hereby acknowledge and consent to the execution, delivery and performance of the Exchange Agreement and the consummation of the Exchange pursuant to the terms thereof; (b) the Lenders hereby acknowledge and consent to the execution, delivery and performance of the Revolving Credit Agreement Amendment and the transactions contemplated thereby; (c) the Lenders hereby acknowledge and consent to the execution, delivery and performance of the Opco Intercreditor Agreement Amendment and the Holdco Intercreditor Agreement Amendment and the transactions contemplated thereby and authorize, direct and instruct the Administrative Agent to enter into the Opco Intercreditor Agreement Amendment and the Holdco Intercreditor Agreement Amendment; and (d) the parties hereto acknowledge that upon the consummation of the Exchange and the other transactions contemplated by the Exchange Agreement and the other New Equity Documents, (i) the Holdings Credit Agreement shall be terminated and of no further effect, and (ii) the Sponsor shall no longer be acting, directly or indirectly, as a sponsor or parent company to Holdings or the Company (it being understood and agreed that SCSF Cantinas is an Affiliate of Sponsor and will become a holder of Capital Stock of Holdings in connection with the Exchange); the parties hereto agree that all references in the Credit Agreement and the other Loan Documents to “Holdings Credit Agreement” and “Sponsor” and other terms referring to such document or such Person shall be disregarded and of no significance.

Consents and Acknowledgements. 11 (i) Subject to the satisfaction or waiver of the conditions set forth in Article VI of the Merger Agreement, each Consenting Equity Holder hereby grant all consents that may be required under the LLC Agreement, under applicable Law or otherwise to permit the consummation of the Restructuring Transactions on the terms set forth herein.

Consents and Acknowledgements deliver to the Bank, not later than thirty (30) days after the Drawdown Date of the first Advance to be drawn down in respect of a Ship: (a) each Refund Guarantee Assignment Consent and Acknowledgement in respect of each Refund Guarantee for that Ship, each duly executed by the parties thereto; (b) the Contract Assignment Consent and Acknowledgement for that Ship, duly executed by the parties thereto; (c) evidence in form and substance satisfactory to the Bank of the authority of the parties executing the above said acknowledgments; (d) evidence that each Refund Guarantee (including, if required under applicable laws, any letter supplemental to a Refund Guarantee) in respect of that Ship has been duly registered with SAFE; and (e) a legal opinion (at the expense of the Borrowers) issued by the Bank’s special legal advisers on matters of Chinese law in form and substance satisfactory to the Bank;

Consents and Acknowledgements. (i) Subject to the satisfaction or waiver of the conditions set forth in Article VI of the Merger Agreement, each Consenting Lender hereby grants all consents that may be required under the Term Loan Agreement and the other Term Loan Documents, under applicable Law or otherwise to permit the consummation of the Restructuring Transactions on the terms set forth herein. (ii) Each Consenting Lender hereby acknowledges and agrees that the consummation of the Restructuring Transactions in accordance with the terms of this Agreement and the other Definitive Documents shall result in the satisfaction and discharge in full of all of such Consenting Lender’s Term Loan Claims.