Defaults and Consents Sample Clauses

Defaults and Consents. MedCath is not in default under, nor has any event occurred which, with notice or the lapse of time or action by a third party, could result in a default under, any outstanding indenture, mortgage, contract, lease or agreement to which MedCath is a party or by which MedCath may be bound and which is material to the operations of MedCath and its subsidiaries taken as a whole, or under any provision of the Articles of Incorporation, Bylaws, or other governing documents of MedCath. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not (i) constitute a violation of or a default under, or a conflict with, (A) any term or provision of the Articles of Incorporation, Bylaws, or other governing documents of MedCath or (B) any order, writ, injunction or decree of any court, governmental agency or arbitration tribunal, or (C) any contract, commitment, indenture, lease, sublease or other agreement, or (D) any other restriction of any kind to which MedCath is a party or by which MedCath is bound; (ii) cause, or give any party grounds to cause (with or without notice, the passage of time or both) the maturity of any liability or obligation of MedCath to be accelerated, or increase any such liability or obligation or (iii) other than the consent of bankers and filings with respect to the registration of the Common Stock, require any consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority.
Sample 1
AutoNDA by SimpleDocs
Defaults and Consents. Except as disclosed in Schedule 5.10, Company, to the best of its knowledge, is not in default under, nor has any event occurred which, with notice or the lapse of time or action by a third party, could result in a default under any outstanding indenture, mortgage, contract, lease or agreement to which Company is a party or by which Company may be bound or under any provision of the Articles of Incorporation, Bylaws, or other governing documents of Company. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not (a) result in a significant liability to Company other than is contemplated by or related to this Agreement; (b) constitute a violation of or a default under, or a conflict with, (i) any term or provision of the Articles of Incorporation, Bylaws, or other governing documents of Company or (ii) any order, writ, injunction or decree of any court, governmental agency or arbitration tribunal, or (iii) any material contract, commitment, indenture, lease, sublease or other agreement, or (iv) any other restriction of any kind to which Company is a party or by which Company is bound; (c) cause, or give any party grounds to cause (with or without notice, the passage of time or both) the maturity of any liability or obligation of Company to be accelerated, or increase any such liability or obligation; or (d) require any consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority.
Sample 1
Defaults and Consents. (a) Except as otherwise set forth in Schedule 3.04 hereto, the execution and delivery of this Agreement and the Collateral Agreements by each Seller and the performance by each Seller of its obligations hereunder and thereunder will not violate any Legal Requirement or any indenture, agreement or other instrument to which any Seller or DCA is a party, or by which the properties or assets of any Seller or DCA are bound or affected, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such indenture, agreement or other instrument, in each case except to the extent that such violation, default or breach could not reasonably be expected to materially delay or otherwise significantly impair the ability of the parties to consummate the transactions contemplated hereby. (b) Except as otherwise set forth in Schedule 3.04 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will: (i) violate or conflict with any of the terms, conditions or provisions of the charter or bylaws of any Seller or DCA; (ii) violate any Legal Requirements applicable to the Assets, any Seller or DCA which violation could be reasonably expected to have a material adverse effect on the business, operations, prospects, Properties, results of operations or financial condition of (i) DCA or (ii) the Assets taken as a whole (a "DCA Material Adverse Effect"); (iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, each, a "Breach", or give any other party the right to terminate, any Contract or Permit binding upon or applicable to DCA, or the Assets or, to the Knowledge of InterDent, the Dental Practices which Breach could be reasonably expected to have a DCA Material Adverse Effect; (iv) result in the creation of any Lien on any Properties of any Seller or DCA; or (v) require any Seller, DCA or, to the Knowledge of InterDent, Dental Practice to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.
Sample 1
Defaults and Consents. The vote of a prescribed portion of the outstanding limited partner interests in each Merging Partnership is necessary to authorize the Merger. Litho and Texas Litho interpret the agreement of limited partnership for ESWL to require the vote of two-thirds in interest of the ESWL limited partners. Such interpretation is reasonable in the opinion of Litho and Texas Litho, but an argument can be made that a greater voting requirement applies. As of the date of this Agreement, no such claims are pending or, to the knowledge of Litho and Texas Litho, threatened.
Sample 1
Defaults and Consents. Practice is not in default under, nor has any event occurred which, with notice or the lapse of time or action by a third party, could result in a default under, any outstanding indenture, mortgage, contract, lease or agreement to which Practice is a party or by which Practice may be bound or under any provision of the Articles of Incorporation, Bylaws, or other governing documents of Practice. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not (a) result in a significant liability to Practice; (b) constitute a violation of or a default under, or a conflict with, (i) any term or provision of the Articles of Incorporation, Bylaws, or other governing documents of Practice or (ii) any order, writ, injunction or decree of any court, governmental agency or arbitration tribunal, or (iii) any contract, commitment, indenture, lease, sublease or other agreement, or (iv) any other restriction of any kind to which Practice is a party or by which Practice is bound; (c) cause, or give any party grounds to cause (with or without notice, the passage of time or both) the maturity of any liability or obligation of Practice to be accelerated, or increase any such liability or obligation; or (d) require any consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority.
Sample 1
Defaults and Consents. The Seller is not in default under any outstanding indenture, mortgage, contract, lease or agreement to which Seller is a party or by which Seller may be bound, which default could have a material adverse effect on the Assets.
Sample 1
Defaults and Consents. 8 SECTION 3.10 Litigation, Etc .................................................................... 9 SECTION 3.11 Court Orders, Decrees and Laws ..................................................... 9 SECTION 3.12 Taxes .............................................................................. 9 SECTION 3.13 Authority, Binding Effect........................................................... 10 SECTION 3.14
Sample 1
AutoNDA by SimpleDocs
Defaults and Consents. Except as disclosed in Schedule 3.9, Practice is not in default under, nor has any event occurred which, with notice or the lapse of time or action by a third party, could result in a default under, any outstanding indenture, mortgage, contract, lease or agreement to which Practice is a party or by which Practice may be bound or under any provision of the Articles of Incorporation, Bylaws, or other governing documents of Practice. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not (a) result in a significant liability to Practice; (b) constitute a violation of or a default under, or a conflict with, (i) any term or provision of the Articles of Incorporation, Bylaws, or other governing documents of Practice or (ii) any order, writ, injunction or decree of any court, governmental agency or arbitration tribunal, or (iii) any contract, commitment, indenture, lease, sublease or other agreement, or (iv) any other restriction of any kind to which Practice is a party or by which Practice is bound; (c) cause, or give any party grounds to cause (with or without notice, the passage of time or both) the maturity of any liability or obligation of Practice to be accelerated, or increase any such liability or obligation; or (d) require any consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority.
Sample 1

Related to Defaults and Consents

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Filings and Consents As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.

  • Governmental Filings and Consents All material governmental filings, consents, orders and approvals legally required to be filed or made by the Company for the consummation of the transactions contemplated hereby shall have been made or obtained and shall be in full force and effect.

  • Waivers and Consents The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Permits and Consents There is no Permit or other third-party consent required for any Seller to enter into this Agreement, perform its obligations under this Agreement and consummate the Transaction.

  • Required Filings and Consents None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (h) such filings as may be required under the rules and regulations of the NYSE and (i) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

  • Modifications, Waivers, Amendments and Consents (a) Subject to this Section 3.21, the Servicer may agree to any modification, waiver, forbearance, or amendment of any term of any Mortgage Loan without the consent of the Trustee or any Certificateholder. All modifications, waivers, forbearances or amendments of any Mortgage Loan shall be in writing and shall be consistent with Customary Servicing Procedures. (b) The Servicer shall not agree to enter into, and shall not enter into, any modification, waiver (other than a waiver referred to in Section 3.13, which waiver, if any, shall be governed by Section 3.13), forbearance or amendment of any term of any Mortgage Loan if such modification, waiver, forbearance, or amendment would: (i) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (ii) in the Servicer's judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or (iii) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either case, (A) such Mortgage Loan is 90 days or more past due or (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect that such modification, waiver, forbearance or amendment would not affect the REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC and, in either case, such modification, waiver, forbearance or amendment is reasonably likely to produce a greater recovery with respect to such Mortgage Loan than would liquidation. Subject to Customary Servicing Procedures, the Servicer may permit a forbearance for a Mortgage Loan which in the Servicer's judgment is subject to imminent default. (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or such modification, waiver or amendment so permit. (d) The Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver, forbearance or amendment, the granting of which is within the Servicer's discretion pursuant to the Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicer, as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by the Servicer, which amount shall be retained by the Servicer as additional servicing compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office.

  • Amendments, Waivers and Consents Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided that no amendment, waiver or consent shall: (a) without the prior written consent of the Required Revolving Credit Lenders, amend, modify or waive (i) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to, in the case of any such amendment to a provision hereof other than Section 6.2, any substantially concurrent request by the Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the L/C Sublimit; (b) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender; (c) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment (it being understood that a waiver of a mandatory prepayment under Section 4.4(b) shall only require the consent of the Required Lenders) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that (A) only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(b) during the continuance of an Event of Default or (ii) to waive any Default or Event of Default and (B) only the consent of the Required Revolving Credit Lenders shall be necessary to amend the financial covenant set forth in Section 9.15 (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder; (e) except as otherwise permitted by Section 5.13 or 5.16, change Section 5.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (f) change Section 4.4(b)(v) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby; (g) except as otherwise permitted by Section 5.13, Section 5.16 or this Section 12.2, change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders,” or “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (h) release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, in any case, from the Subsidiary Guaranty Agreement (other than as authorized in Section 11.9), without the written consent of each Lender; or (i) release all or substantially all of the Collateral (other than as authorized in Section 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each affected Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) each Letter of Credit Application may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; provided that a copy of such amended Letter of Credit Application shall be promptly delivered to the Administrative Agent upon such amendment or waiver, (vi) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time, (vii) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to the Administrative Agent within five Business Days following receipt of notice thereof) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a purely technical or immaterial nature in any such provision, (viii) any waiver, amendment, supplement or other modification with respect to Section 9.15 (or any defined term used therein solely affecting the calculation or formulation of the financial covenants set forth therein) and any waiver of an Event of Default arising solely from a default in the observance or performance of a financial covenant set forth in Section 9.15 shall require the written consent solely of the Borrower and the Required Revolving Credit Lenders and (ix) the Administrative Agent and the Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 5.8(c) in accordance with the terms of Section 5.8(c). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything in this Agreement to the contrary each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including amendments to this Section 12.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 5.13 and Section 5.16; provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Percentage, in each case, without the written consent of such affected Lender.

  • Authorization and Consent The Government has given its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this Agreement or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract) which is expected to exceed $100,000.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!