Consents and Releases. Guarantor hereby consents and agrees that Lender may at any time, and from time to time, without notice to or further consent from Guarantor and either with or without consideration do any one or more of the following, all without affecting the agreements contained herein or the liability of Guarantor for the Retained Liabilities: (a) surrender without substitution any property or other collateral of any kind or nature whatsoever held by it, or by any person, firm or corporation on its behalf or for its account, securing the Loan or the Retained Liabilities; (b) modify the terms of any document evidencing, securing or setting forth the terms of the Loan; (c) grant releases, compromises and indulgences with respect to the Loan or the Retained Liabilities or any persons or entities now or hereafter liable thereon; (d) take or fail to take any action of any type whatsoever with respect to the Loan or the Retained Liabilities; or I release any other Guarantor hereunder. To the maximum extent permitted by Law, Guarantor knowingly, voluntarily and intentionally agrees to be bound, just as Borrower is bound, by the provisions of Article 3 of the Loan Agreement (solely with respect to providing financial information with respect to itself) and Article 10 of the Loan Agreement, including the waiver of the right to a trial by jury in Section 10.2, and the consents to jurisdiction and the governing law of Illinois set forth in Sections 10.3, and 10.4, respectively and any other term or provision of the Loan Documents expressly requiring Guarantor’s compliance therewith.
Consents and Releases. (a) Each of Chaview, Swift Rise and Dynasty shall have given its consent to the transactions under this Agreement and provided releases of existing claims, in each case, to Aegis’s reasonable satisfaction; and
(b) Chaview shall have signed the Second Amended and Restated Shareholders Agreement.
Consents and Releases. The Company hereby consents and agrees to the transactions contemplated by Sections 6 and 7 and hereby releases, effective on the First Amendment Effective Date, the Departing Lenders from all their obligations under the Credit Agreement. The Continuing Lenders and the Company agree that, on the First Amendment Effective Date, the obligations of the Company, the Administrative Agent and the Continuing Lenders shall, except as expressly set forth herein, be limited to those set forth in the A&R Credit Agreement.
Consents and Releases. If Company determines that the consent and release of any other person or entity are required in connection with Company's exercise of any of the Rights, or Company is required to obtain additional rights from the creator(s) of a guest character, Owner shall use Owner's best efforts to procure and submit to Company, in form and substance approved by Company, signed consents and releases and/or a grant of additional rights, from any such person(s) or entity (ies) as Company, in its sole discretion, may require. In connection therewith, Owner will provide Company with executed original copies of any consents or releases or rights grants previously obtained by Owner in connection with the Property.
Consents and Releases. Prior to the Closing, the Company shall obtain all written consents and releases of all persons deemed necessary by the Seller in connection with the consummation of the transaction. Prior to the Closing, the Seller shall obtain all written consents and releases of all persons deemed necessary by the Company in connection with the consummation of the transaction.
Consents and Releases. The Principal Shareholders consent to the sale of the Company by Seller to Buyer under the terms of the Stock Purchase Agreement. The Principal Shareholders consent to the assignment to Buyer of the Note, and hereby release Seller from all obligations thereunder. The Principal Shareholders hereby release their Security interest in NetSymphony stock for payment of the Note and shall take all reasonable steps to return said stock to Datameg from escrow and give notice of said release in a UCC-1 filing. .
Consents and Releases. All necessary disclosures to and agreements and consents of (a) any parties to any material contracts and/or any licensing authorities which are material to Drew Shoe's business and (b) any governmental authorities or agencies to the extent required in connection with the transactions contemplated by this Agreement, shall have been obtained and true and complete copies thereof delivered to the Buyer. Without limitation of the foregoing, the Buyer shall have received the written consent of Bank One, National Association, a creditor and secured party of Drew Shoe, with respect to the transactions contemplated by this Agreement, and the transfer of the Subject Stock to the Buyer hereunder.
Consents and Releases. (a) Upon the Amendment No. 3 Effective Date, each Consenting Lender, hereby consents to a release of all security interests, liens and other encumbrances in the assets of Newco West granted pursuant to the Newco Security Agreement and such Newco Security Agreement shall be automatically and immediately terminated and be of no further force and effect without any further action by any of the parties thereto.
(b) Upon the Amendment No. 3 Effective Date, each Consenting Lender, hereby consents to a release of all security interests, liens and other encumbrances in the assets of the Released Pledgors granted pursuant to the Existing Pledge Agreement.
(c) Upon the Amendment No. 3 Effective Date, each Consenting Lender, hereby consents to a release of TCI Guarantor from all obligations under the Loan Documents and of all guarantees executed by TCI Guarantor in favor of the Administrative Agent for the benefit of the Lenders pursuant to the Guaranty Agreement and the TCI Accession shall be automatically and immediately terminated and be of no further force and effect without any further action by any of the parties thereto.
(d) Upon the Amendment No. 3 Effective Date, each Consenting Lender, hereby (i) expressly authorizes the Administrative Agent and the Collateral Agent, to (x) release all security interests, liens and other encumbrances granted pursuant to the Newco Security Agreement in substantially the form of release attached hereto as Exhibit B, and (y) release all security interests, liens and other encumbrances in the assets of the Released Pledgors granted pursuant to the Existing Pledge Agreement in substantially the form of release attached hereto as Exhibit C, and (ii) consents to the execution and delivery of documents and instruments and taking such other actions (including filing of termination statements and other releases and return of possessory collateral) by the Administrative Agent and/or the Collateral Agent as is necessary or advisable to evidence the releases set forth in Sections 2(a), 2(b) and 2(c) of this Agreement.
(e) Upon the Amendment No. 3 Effective Date, notwithstanding anything in the Credit Agreement or any Loan Document to the contrary, each Consenting Lender hereby consents to the following transactions: (i) Newco West Holdings LLC, a Delaware limited liability company, will make a special equity dividend of (x) Frontier Florida LLC, a Florida limited liability company, and (y) Frontier Southwest Incorporated, a Delaware cor...
Consents and Releases. All consents by third parties that are required for the transfer of the Purchased Assets to the Buyer, or that are required for the consummation of the transactions contemplated hereby, or that are required in order to prevent a breach of, a default under or a termination or material modification of any material agreement to which the Company is a party or to which any material portion of the property of the Company is subject will have been obtained, and releases of any and all security interests held by third parties for which the underlying indebtedness has been, or will be, repaid by the Company on the Closing Date will have been obtained, all on terms reasonably satisfactory to the Buyer, including without limitation all of the following:
(i) A consent from the landlord for the Lease for an assignment of the Lease to Buyer or one of Buyer’s Affiliates (the “Lease Assignment”), or a sublease to Buyer, or some other arrangement acceptable to Buyer and Sellers regarding the Lease; and
(ii) A consent and/or release, as required by Buyer, from or involving:
(A) All creditors and parties holding Liens against the Purchased Assets; and
(B) Any parties referred to in Section 2.4(b) above who are not otherwise paid in full; and
(C) An approval of the transactions contemplated by this Agreement by the shareholders of the Company and the shareholders of Shareholder, following all notices required by law (or a waiver therefrom), signed or representing such percentage of the shareholders of the Company and of Shareholder, as may be required by such entity’s Certificate of Incorporation or Articles of Incorporation, Bylaws and applicable law, including a copy of the Information Statement on Form 14C filed by Sellers and referenced herein.
(iii) Prior to the Second Closing Date, and with respect to the Second Closing Date and the LifeTIME Xxxx and Goodwill only, the Third Party shall have failed to exercise, or affirmatively waived, its Right of First Refusal, or if it shall have exercised said Right of First Refusal, it shall have paid the LifeTIME Xxxx and Goodwill Consideration to Buyer as a reimbursement to Buyer for amounts it previously deposited with Sellers regarding the LifeTIME Xxxx and Goodwill, or if such Third Party did not pay the LifeTIME Xxxx and Goodwill Consideration to Buyer directly, then Sellers shall have paid the LifeTIME Xxxx and Goodwill Consideration to Buyer.
Consents and Releases. All consents, approvals, waivers and releases from all governmental authorities and other persons necessary to permit Sellers and Buyers to effect the transactions contemplated by this Agreement shall have been obtained and shall be reasonably satisfactory in form and substance to Sellers and their counsel.
