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. It shall use commercially reasonable efforts to obtain consent and acknowledgement agreements from counterparties to Material Agreements that, when added to all Freely Transferrable Material Agreements, in the aggregate account for not less than 85% of the Borrower’s consolidated revenue at the end of each Fiscal Quarter.
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 Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, Fort Xxxxxxxx Investments, Inc. and Xxxxx 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. 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. 1.4.
Consents and Acknowledgements. Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary,
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:
Consents and Acknowledgements
