Consents, Waivers and Releases. Re-alignment. Subject to the satisfaction of the conditions precedent set forth in Section 1.8 below and in reliance on the representations, warranties and covenants set forth in the Existing Credit Agreement, notwithstanding the provisions of Sections 8.2.6 and 8.2.7 of the Existing Credit Agreement to the contrary the Existing Lenders hereby consent (solely to the extent such consent is required under the Existing Credit Agreement) to the Re-alignment. In addition, the Loan Parties and the Existing Lenders hereby acknowledge that the equity interests, and other assets being transferred among the Loan Parties in connection with the Re-alignment will be transferred subject to the security interests of the Administrative Agent and that, after giving effect to the Re-alignment, such security interests shall remain in full force and effect. Subject to the satisfaction of the conditions precedent set forth in Section 1.8 below and in reliance on the representations, warranties and covenants set forth in the Existing Credit Agreement, the Existing Lenders hereby consent to the execution and delivery by the Administrative Agent on behalf of the Lenders of such amendments or amendment and restatements of the Pledge Agreement and/or the Security Agreement as the Administrative Agent may determine to be necessary or appropriate to ratify and confirm the continuation of the security interests of the Administrative Agent, on behalf of the Lenders, in the equity interests and assets of each Loan Party referred to in the preceding sentence or otherwise in connection with the Re-alignment, all such amendments and/or amendments and restatements to be in form and substance satisfactory to the Administrative Agent. The parties acknowledge and agree that the foregoing consent constitutes consent solely with respect to the Re-alignment and does not constitute consent with respect to any other term or provision of the Existing Credit Agreement or any other Loan Document for any other purpose or on any other occasion, does not constitute an amendment to any term or provision of the Credit Agreement or any other Loan Document and does not constitute a waiver of any Event of Default which may now exist or hereafter arise or occur other than directly as a result of the Re-alignment.
Consents, Waivers and Releases. The Selling Parties shall, at their own cost and expense:
Consents, Waivers and Releases. The Selling Parties shall have obtained, or to the reasonable satisfaction of ABEV and Subsidiary obviated the need to obtain, all consents, waivers and releases (including those described in Section 8E) from third parties necessary to execute and deliver this Agreement and consummate the transactions contemplated hereby. Also, ABEV and Subsidiary shall have obtained the consent of ABEV and Subsidiary's Board of Directors to execute and deliver this Agreement and consummate the transactions contemplated hereby.
Consents, Waivers and Releases. The Sellers shall, at their own cost and expense, use all reasonable efforts to:
Consents, Waivers and Releases. The Sellers shall have obtained, or to the reasonable satisfaction of Purchaser obviated the need to obtain, all consents, waivers and releases (including those described in Section 8E) from third parties necessary (or, in the sole discretion of Purchaser, desirable) to execute and deliver this Agreement and consummate the transactions contemplated hereby. Also, Purchaser shall have obtained the consent of Purchaser's Board of Directors to execute and deliver this Agreement and consummate the transactions contemplated hereby and provided written evidence thereof to the Sellers.
Consents, Waivers and Releases. Project Falcon Acquisition. Subject to the satisfaction of the conditions precedent set forth in Section 2.10 below and in reliance on the representations, warranties and covenants set forth in the Amended Credit Agreement and notwithstanding the provisions of Section 8.2.4
Consents, Waivers and Releases. (a) Consent to Westana Transactions; Waiver. Prudential hereby consents to the Westana Transactions.
Consents, Waivers and Releases. The Companies shall have ------------------------------ obtained, or to the reasonable satisfaction of Buyer obviated the need to obtain, all consents, waivers and releases from third parties necessary to execute and deliver this Agreement and consummate the transactions contemplated hereby. Also, Buyer shall have obtained the consent the Board of Directors of Sylvan Learning Systems, Inc. to execute and deliver this Agreement and consummate the transactions contemplated hereby. Notwithstanding the foregoing, Buyer acknowledges and agrees that assignments of contracts will not be a condition precedent to the consummation of the transactions contemplated hereby, nor will such consents be required at any time after the Closing.
Consents, Waivers and Releases. Buyer shall have obtained, ------------------------------ or to the reasonable satisfaction of the Companies obviated the need to obtain, all consents, waivers and releases from third parties necessary to execute and deliver this Agreement, buy the Assets and consummate the transactions contemplated hereby.
Consents, Waivers and Releases. ABEV and Subsidiary shall have obtained, or to the reasonable satisfaction of the Selling Parties obviated the need to obtain, all consents, waivers and releases from third parties necessary to execute and deliver this Agreement, buy the Assets and consummate the transactions contemplated hereby.
