Consents and Other Agreements Sample Clauses

Consents and Other Agreements. Each Financing Party hereby consents to the execution, delivery and performance by each of VSC, Assignor and Assignee, respectively, of the VSC Capital Contribution Agreement, the VOC Capital Contribution Agreement and the assignment and assumption set forth in Section B of this Amendment. Notwithstanding any provision to the contrary in any Operative Agreement (including without limitation Section 8.3B(k) and Section 10.1 of the Participation Agreement, and Section 25.1 of the Lease), the parties hereto agree that, from and after the Effective Date, (i) Assignee shall be deemed for all purposes to be the "Lessee" and the "Construction Agent" under the Operative Agreements and shall perform all obligations of the "Lessee" or the "Construction Agent" under each Operative Agreement as though Assignee had executed such Operative Agreement in such capacity and (ii) Assignor shall be deemed for all
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Consents and Other Agreements. Notwithstanding anything to the contrary in any Loan Document, if an Event of Default shall have occurred and be continuing, the Collateral Agent shall, notwithstanding the provisions of Section 2.08 and Section 2.11 of the Credit Agreement, apply all or any part of the Collateral and/or net Proceeds (as defined in the Collateral Agreement) thereof and/or any other proceeds realized through the exercise by the Collateral Agent of its remedies under the Loan Documents or as the result of any distributions or other recoveries in any bankruptcy or other insolvency proceeding (after deducting fees and expenses as applicable), whether or not held in any Collateral Account, in payment of the Secured Obligations. The Collateral Agent shall apply any such amounts in the following order: First, to the Collateral Agent and the Administrative Agent to pay incurred and unpaid fees and expenses under the Loan Documents; Second, to the Administrative Agent in respect of Secured Obligations then due and owing to any Revolving Facility Lender and Non-Extending Term Lender and remaining unpaid for application by the Administrative Agent in accordance with the terms of the Credit Agreement; Third, to the Administrative Agent in respect of all Secured Obligations to the Revolving Facility Lenders and Non-Extending Term Lenders (other than those under clause second above) for prepayment of such Secured Obligations in accordance with the terms of the Credit Agreement; and Fourth, to the Administrative Agent in respect of Secured Obligations then due and owing (other than those under clauses second and third above) and remaining unpaid for application by the Administrative Agent in accordance with the terms of the Credit Agreement; Fifth, to the Administrative Agent in respect of all Secured Obligations (other than those under clauses second, third and fourth above) for prepayment of such Secured Obligations in accordance with the terms of the Credit Agreement; and Sixth, any balance of such Proceeds or other amounts remaining after a Discharge of the Secured Obligations shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same and any Collateral remaining after a Discharge of Secured Obligations shall be returned to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. In addition, with respect to any proceeds of Insurance (as defined in the Collateral Agreement) received by the Collateral Agent, (x) if no ...
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Consents and Other Agreements. The Consents and other agreements and transactions described in Section 6.2(f) of the Company Disclosure Schedule shall have been received and/or consummated, as applicable in form and substance reasonably satisfactory to Newco.
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Consents and Other Agreements. Subject to the conditions to effectiveness set forth in Section 3 below, and effective only upon the occurrence of the Effective Date (in each case, with such further adjustments as necessary as a result of “market flex”): (a) each of the Lenders from time to time party hereto (the “Consenting Lenders”) hereby consents to the amendment of Section 1.01 (Defined Terms) of the Existing Credit Agreement to: (i) with respect to the Revolving Credit Facility, replace the table in the definition of “Applicable Rate” with the table set forth below: 1 Less than or equal to 2.50 to 1.00 1.000 % 0.000 % 0.250 % 2 Less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00 1.200 % 0.200 % 0.300 % 3 Less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00 1.400 % 0.400 % 0.350 % 4 Less than or equal to 4.00 to 1.00 but greater than 3.50 to 1.00 1.600 % 0.600 % 0.400 % 5 Less than or equal to 4.50 to 1.00 but greater than 4.00 to 1.00 1.800 % 0.800 % 0.450 % 6 Less than or equal to 5.00 to 1.00 but greater than 4.50 to 1.00 2.000 % 1.000 % 0.500 % 7 Greater than 5.00 to 1.00 2.500 % 1.500 % 0.500 % (ii) with respect to the Term A Facility and the Tranche A-1 Term Loans, replace the table in the definition of “Applicable Rate” with the table set forth below: 1 Less than or equal to 2.50 to 1.00 1.250 % 0.250 % 1.500 % 0.500 % 2 Less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00 1.500 % 0.500 % 1.750 % 0.750 % 3 Less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00 1.750 % 0.750 % 2.000 % 1.000 % 4 Less than or equal to 4.00 to 1.00 but greater than 3.50 to 1.00 2.000 % 1.000 % 2.250 % 1.250 % 5 Less than or equal to 4.50 to 1.00 but greater than 4.00 to 1.00 2.250 % 1.250 % 2.500 % 1.500 % 6 Less than or equal to 5.00 to 1.00 but greater than 4.50 to 1.00 2.500 % 1.500 % 2.750 % 1.750 % 7 Greater than 5.00 to 1.00 3.000 % 2.000 % 3.250 % 2.250 % (iii) provide that the “Eurodollar Rate” shall not be less than zero under any circumstance; (iv) (A) to the extent pricing flex is exercised with respect to the Incremental Term Loan A-2 Facility pursuant to the Joint Fee Letter referred to in the Commitment Letter, such pricing flex shall equally apply to the Loans and Commitments of the Consenting Lenders under the Credit Agreement; provided, that the Interest Rates set forth in Pricing Levels 1 through 4 in clause (ii) above may not be reduced without the consent of each Tranche A-1 Term Lender or Term A Lender, as applicable, party to th...
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Consents and Other Agreements. Subject to satisfaction of the conditions set forth in Section 3 hereof, Agent and Lessors hereby consent to the consummation of the Sxxxxx Sale Transaction upon the terms and conditions set forth in the Sxxxxx Sale Transaction Documents (as defined in Section 4.1 hereof), notwithstanding the provisions of Section 6.8 to the Master Lease Agreement, provided, that Lessee shall at all times be in compliance with the terms of the Credit Agreement, including but not limited to the terms of Section 6.8, as modified pursuant to this Consent and subject to Agent’s continuing lien until released as described in such Section 6.8.
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Consents and Other Agreements. Subject to satisfaction of the conditions set forth in Section 3 hereof, Agent and Lessors hereby consent to the consummation of the Duke Transaction upon the terms and conditions set forth in the Duke Transaction Documents (as defined in Section 4.1 hereof), notwithstanding the provisions of Section 6.3 to the Master Lease Agreement limiting the incurring of any Indebtedness, the provisions of Section 6.7 to the Master Lease Agreement limiting creation of any Lien on any of its properties or assets, and the (a) Lessee may obtain a letter of credit from Bank of America in a face amount not in excess of $3,000,000 for the benefit of Duke in its capacity as landlord under the Duke Lease providing Duke the contingent right to draw funds representing the security deposit for the Duke Lease (and for no other purpose) provided that (i) the collateral for the reimbursement obligations in respect of such letter of credit shall be comprised exclusively of cash and/or U.S. Treasury bonds having a duration not in excess of 90 days or certificates of deposit maturing no more than one year from the date of creation thereof issued by Bank of America or another institution acceptable to Agent, such letter of credit and related collateral arrangements to be in form and substance satisfactory to Agent, and (ii) the rights of Lessee in respect of its letter of credit arrangements shall be deemed modified as of the date of this Consent as provided in Section 4.6 hereof; (b) if and when requested by Agent, Lessee shall comply with the provisions of Section 5.12 of the Master Lease Agreement which require each Credit Party, if requested by Agent, to take all necessary action to have such assets become additional Collateral; provided, that this clause (b) shall not be deemed to require delivery of a leasehold mortgage in favor of Agent in respect of the building covered by the Duke Lease; and (c) Lessee shall not make any current cash payments of accrued interest pursuant to the Duke Note, but rather Lessee shall elect to accrue such deferred interest pursuant to the terms of Section 1(a) of the Duke Note.
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Consents and Other Agreements 
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Related to Consents and Other Agreements

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Contracts and Other Agreements Section 3.8 of the Seller Disclosure Schedule sets forth a list of the following contracts and other agreements to which Seller is a party or by or to which Seller or Seller's assets or properties are bound or subject: (a) any agreement or series of related agreements requiring aggregate payments after the date hereof by or to Seller of more than $25,000; (b) any agreement with or for the benefit of any current or former officer, director, stockholder, employee or consultant of Seller; (c) any agreement with any labor union or association representing any employee of Seller; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation, renegotiation or redetermination clause or that obligates Seller to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (e) any agreement for (i) sale of any of the assets or properties of Seller, other than in the ordinary course of business or (ii) for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties other than stock option and warrant agreements or instruments listed in Section 3.3.2 of the Seller Disclosure Schedule or pursuant to subsection (b) of this Section 3.8; (f) any partnership or joint venture agreement; (g) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $25,000; (h) any agreement containing covenants of Seller not to compete in any line of business, in any geographic area or with any person or covenants of any other person not to compete with Seller or in any line of business of Seller; (i) any agreement granting or restricting the right of Seller to use any Intellectual Property (as defined hereinafter); (j) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (k) any agreement with any holder of securities of Seller as such (including, without limitation, any agreement containing an obligation to register any of such securities under any federal or state securities laws); (l) any agreement obligating Seller to deliver services or product enhancements or containing a "most favored nation" pricing clause; (m) any agreement relating to the acquisition by Seller of any operating business or the capital stock of any other person; (n) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commission or fees to employees in the ordinary course of business); (o) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; (p) any lease, sublease or other agreement under which Seller is lessor or lessee of any real property or equipment or other tangible property with respect to obligations in excess of $25,000; (q) Except for agreements to provide maintenance, upgrades, bug fixes, error corrections or similar work product that are ordinary and customary for the software industry and that are related to the Seller products which have been delivered as of the date hereof, any agreement that requires Seller to deliver, or undertake the development of, any new product, customized product, substantial upgrade, new version or similar work product where such delivery or development requires Seller to utilize substantial personnel or financial resources; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Seller Disclosure Schedule have been furnished to BEA. Each of such contracts is valid, subsisting, in full force and effect, binding upon Seller, and to the best knowledge of Seller, binding upon the other parties thereto in accordance with their terms, and Seller is not in default under any of them, nor, to the best knowledge of Seller, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both, would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the Seller.

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Conflicting Agreements and Other Matters Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

  • Governmental and Other Consents No consent, approval or authorization of, or declaration or filing with, any governmental authority or other person is required on the part of Buyer in connection with the execution, delivery and performance of this Agreement by it or the consummation of the transactions contemplated hereby.

  • Indebtedness and Other Contracts Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(s), has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

  • Compliance with Law and Other Agreements The Company shall maintain its business operations and property owned or used in connection therewith in compliance with (a) all applicable federal, state and local laws, regulations and ordinances governing such business operations and the use and ownership of such property, and (b) all agreements, licenses, franchises, indentures and mortgages to which the Company is a party or by which the Company or any of its properties is bound. Without limiting the foregoing, the Company shall pay all of its indebtedness promptly in accordance with the terms thereof.

  • Voting Rights and Other Actions 10 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters.......................................10 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters.......................................11 SECTION 4.3. Restrictions on Certificateholder's Power..............11 SECTION 4.4. Rights of Security Insurer.............................12

  • Compliance with Laws and Other Instruments The execution, delivery and performance by Parent and/or Acquisition Corp. of the Merger Documents and the other agreements to be made by Parent or Acquisition Corp. pursuant to or in connection with the Merger Documents and the consummation by Parent and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency or government, (c) any order, judgment or decree of any court or (d) any provision of their respective charters or By-laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. is a party or by which Parent and/or Acquisition Corp. or any of their respective properties is bound.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

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