Consents and Agreements. Any and all consents and agreements provided for or permitted by this Agreement shall be in writing and a signed copy thereof shall be filed and kept with the books of the Company.
Consents and Agreements. 1. Notwithstanding anything to the contrary contained in the Credit Agreement or in the First Amendment, the Lenders hereby acknowledge and agree that (i) (x) the Designated Grove Indebtedness shall not be required to be refinanced pursuant to the Grove Refinancing, (y) the conditions to the consummation of the Grove Acquisition set forth in clause (v) of Section 1, Part I of the First Amendment shall, to the extent applicable to the Designated Grove Indebtedness, not be required to be satisfied and (z) the Designated Grove Indebtedness shall be permitted to remain outstanding without any violation of 9.04, in each case until the 40th day following the consummation of the Grove Acquisition, so long as immediately following the consummation of the Grove Acquisition, Grove shall have delivered an irrevocable notice of redemption with respect to the Designated Grove Indebtedness to the holders thereof pursuant to, and in accordance with the terms of, the indenture governing the Designated Grove Indebtedness, (ii) the Grove Acquired Entities shall not be required to enter into counterparts of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement (or to comply with the provisions of Section 9.17 of the Credit Agreement and clauses (xii), (xiii), (xv), (xvi) and (xvii) of Section 1, Part I of the First Amendment) until the earlier to occur of (x) the 40th day following the consummation of the Grove Acquisition and (y) the date of the consummation of the refinancing of the Designated Grove Indebtedness as contemplated by preceding clause (i), so long as (and only so long as) all of the capital stock of Grove (as the surviving corporation of the merger of Giraffe Merger Sub with and into Grove pursuant to the Grove Acquisition) shall have been pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement on the First Amendment Acquisition Effective Date, (iii) Revolving Loans and Swingline Loans otherwise required to be incurred on the First Amendment Acquisition Effective Date to repay, in part, the Designated Grove Indebtedness as contemplated by Section 7.08(c) of the Credit Agreement shall be incurred on the date of the consummation of the refinancing of the Designated Grove Indebtedness as contemplated by preceding clause (i) and (iv) the portion of the proceeds from the issuance of the New Senior Subordinated Notes (if any) otherwise required to be used on the First Amendment Acquisition Effect...
Consents and Agreements. (a) By their consents and agreements to this Amendment set forth in the signature pages hereto, the Purchasers hereby agree that the Company Notes will be deemed to be modified to permit the increases and decreases of the amounts outstanding under the Company Notes as contemplated by Section 3.2A of the Purchase and Sale Agreement as amended by this Amendment.
(b) CONSOL Pennsylvania Coal Company (“CONSOL Pennsylvania”) hereby informs the Administrator and the Company of its intent to convert from a corporation to a limited liability company on or about June 1, 2007 (the “Conversion”). The Administrator and the Company hereby consent to the Conversion, provided that, within a reasonable time after the Conversion, (i) there shall be delivered to the Administrator copies of (1) the certificate of conversion to limited liability company for CONSOL Pennsylvania, certified by the Secretary of State of the State of Delaware and (2) any and all other documentation related to the conversion of CONSOL Pennsylvania to a limited liability company, as requested by the Administrator; (ii) there shall be delivered to the Administrator a true, correct and complete copy of the limited liability company agreement for CONSOL Pennsylvania; and (iii) CONSOL Energy shall cause all amendments to financing statements, or original financing statements, necessitated by the Conversion to have been filed in each jurisdiction in which the filing thereof is required or requested by the Administrator, and each such financing statement shall be in form and substance satisfactory to the Administrator.
Consents and Agreements. At the request of Borrower, and in accordance with the requirements under Section 13.01(b) of the Credit Agreement, subject to the satisfaction of the conditions set forth in Article III below, each Lender Party, each Secured Hedge Provider and the Collateral Agent hereby consents and agrees as follows:
Consents and Agreements. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, third party not already a party to any of the Agreements or any federal, state or local governmental authority on the part
Consents and Agreements. 34 3.6 Litigation.........................................................................34 3.7 Proprietary Information and Inventions Agreements..................................34 3.8 Title to Property and Assets.......................................................34 3.9
Consents and Agreements. The Buyer will use its reasonable ----------------------- commercial efforts to obtain prior to the Closing all consents, authorizations, and approvals under all statutes, laws, ordinances, regulations, rules, judgments, decrees, and orders of any court or governmental agency, board, bureau, body, department, or authority or of any other person required to be obtained by the Buyer in connection with the execution, delivery, and performance of this Agreement, the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby.
Consents and Agreements. 2.1 Insofar as consent is required under the terms of either of the Securities or otherwise the Bank hereby confirms its consent to the creation and continuance of LTSBCF's Security and LTSBCF hereby confirm its consent to the creation and continuance of the Bank's Security.
2.2 Notwithstanding anything to the contrary in the Financing Agreement or LTSBCF's Security, no Debt arising in respect of the sale of all capital asset or otherwise than in the ordinary course of trading shall vest in LTSBCF or constitute a Non Vesting Debt or be the subject of a sale and purchase under the Financing Agreement.
2.3 For the avoidance of doubt, no monies held by the Company with any bank shall he included within the definition of Debts and Non Vesting Xxxxx.
Consents and Agreements. Prime and the General Partner shall have obtained all material authorizations, consents, waivers and approvals required in connection with the consummation of the transactions contemplated hereby.
Consents and Agreements. Servico shall have obtained all material authorizations, consents, waivers and approvals required in connection with the consummation of the transactions contemplated hereby.
