Delivery of Consents. Each of ADA-ES, Inc. and MF Refined Coal, LLC hereby consents to this Amendment.
Delivery of Consents. Seller and Parent shall have delivered to Buyer the Consents, except for Consents the failure of which to obtain or make would not have a Material Adverse Effect and would not materially hinder or impair the consummation of the transactions contemplated hereby.
Delivery of Consents. The Agent shall have received copies of all consents referred to on SCHEDULE 4.2, including consents of the FCC, if any, required in connection with the transactions contemplated by the Transaction. 84 76
Delivery of Consents. No Consents may be dated or delivered to the Corporation until 90 days after the delivery of the related request required by paragraph (i) of Section C of this Article FIFTH. Consents must be delivered to the Corporation at its principal place of business. Delivery must be made by hand or by certified or registered mail, return receipt requested. In the event of the delivery to the Corporation of Consents, the Secretary or such other officer of the Corporation as the board of directors may designate shall provide for the safe-keeping of such Consents and any related revocations and shall promptly conduct such ministerial review of the sufficiency of all Consents and any related revocations and of the validity of the action to be taken by written consent as the Secretary or such other officer, as the case may be, deems necessary or appropriate, including, without limitation, whether the stockholders of a number of shares having the requisite voting power to authorize or take the action specified in Consents have given consent. If after such investigation the Secretary or such other officer of the Corporation as the board of directors may designate shall determine that the action purported to have been taken is duly authorized by the Consents, that fact shall be certified on the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders and the Consents shall be filed in such records. In conducting the investigation required by this paragraph (vi), the Secretary or such other officer of the Corporation as the board of directors may designate may, at the expense of the Corporation, retain special legal counsel and any other necessary or appropriate professional advisors as such person or persons may deem necessary or appropriate and, to the fullest extent permitted by law, shall be fully protected in relying in good faith upon the opinion of such counsel or advisors.
Delivery of Consents. For Acquisitions made by any Loan Party after the Closing Date in (i) Private Company Restricted Securities (to the extent any Loan Party elects to have such Private Company Restricted Securities pledged to the Administrative Agent for the ratable benefit of the Banks in accordance with the terms of the Security Agreement (Special Collateral Account)), Public Company Restricted Securities and Public Company Unrestricted Securities, such Loan Party shall deliver copies of all Consents relating to such Acquisition to the Administrative Agent within sixty (60) calendar days of the closing date for any such Acquisition and (ii) Pledged In-Registration Company Securities, such Loan Party shall delivery copies of all Consents relating to such Acquisition to the Administrative Agent within twenty (20) calendar days of the filing of a registration statement with respect thereto with the Securities and Exchange Commission. Notwithstanding the foregoing, Consents relating to Securities acquired with Acquisition Related Indebtedness shall be delivered by the applicable Loan Party to the Administrative Agent promptly (and in any event within sixty (60) days) after the obligations evidenced by the notes or other evidence of indebtedness evidencing such Acquisition Related Indebtedness shall have been satisfied in full. Further, all Consents which are not provided on the Closing Date as indicated on the Schedules to the Borrowing Base Certificate delivered at Closing shall be delivered by the applicable Loan Party within ninety (90) days of the date of Closing unless the Agent reasonably determines that, notwithstanding any such Loan Party's best efforts, the same cannot be obtained, in which case the related Pledged Securities shall not be eligible for inclusion in the Borrowing Base.
Delivery of Consents. Each of Borrower, ADA-ES, Inc. and MF Clean Coal, LLC will deliver to Bank, within thirty (30) days after the Effective Date, consents or other evidence of approval of this transaction in form and substance reasonably acceptable to Bank.
Delivery of Consents. (a) The Company shall notify the Depositaries, substantially in the form attached as Schedule 4, of the assignment of the Assigned Accounts contemplated in this Part C, and secure the Consents (i) within three (3) Business Days of the execution of this Agreement, with respect to the Company's existing Assigned Accounts or (ii) with respect to Assigned Accounts to be established by the Company after the execution of this Agreement, as soon as practicable after such Assigned Accounts are established. The Company shall further secure the confirmation of the Depositaries that they shall not exercise any right of set-off against the Company in respect of any and all funds available in the Assigned Accounts, other than pursuant to any netting or set-off arrangement entered into in the ordinary course of banking arrangements for the purpose of netting debit and credit balances.
(b) The Company agrees and confirms that the execution and delivery of the Consents shall constitute an unconditional and irrevocable instruction from the Company and the Bank to the Depositaries:
(1) to comply with all directives of the Bank in respect of the Assigned Accounts not inconsistent with this Agreement; and
(2) that all funds available or to be deposited from time to time in the Assigned Accounts shall be maintained in such accounts in trust for the benefit of the Bank until all Secured Obligations shall have been paid and performed in full or as otherwise directed by the Bank.
Delivery of Consents. To the extent that the Seller was unable to obtain the required written consent from a contracting party to the assignment of any Assumed Contract with a customer by the date of the Closing as contemplated herein, Seller will obtain all such written consents and deliver them to the Buyer not later than 60 days from the date of the Closing, which consents shall be obtained without material changes to the terms or conditions of, expected revenues from, or expected costs to perform, the respective Assumed Contracts.
Delivery of Consents. As evidenced by its signature below, any Guarantor which has guaranteed repayment of the Obligations expressly consents to the terms and conditions of this Forbearance Agreement, and confirms that its guarantee remains in full force and effect. Likewise, Borrower will deliver to Banks the consent to the Forbearance Agreement by any holder of Subordinated Debt and by any party to any intercreditor agreement with any of the Banks.
Delivery of Consents. The Borrowers shall deliver copies of all Consents relating to each Borrower's Investment in Investment Entities as follows:
(i) for Investments made by any Borrower on or prior to the Closing Date in any Investment Entity other than VerticalNet, the Borrowers shall deliver copies of all Consents relating to such Investment within thirty (30) calendar days of the Closing Date;
(ii) for Investments made by any Borrower on or prior to the Closing Date in VerticalNet, the Borrowers shall deliver copies of all Consents relating to such Investment on the Closing Date; and
(iii) for Investments made by any Borrower after the Closing Date, the Borrowers shall deliver copies of all Consents relating to such Investment within sixty (60) calendar days of the closing date for any such Investment.