Effectiveness of Consent. This Consent shall become effective as of the date first written above when the Security Agent shall have received counterparts of this Consent that, when taken together, bear the signatures of the Borrower, the Security Agent and the Lenders.
Effectiveness of Consent. This Consent shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach, Default or Event of Default other than as specifically waived herein nor as a waiver of any breach, Default or Event of Default of which the Lenders have not been informed by the Credit Parties, (b) affect the right of the Lenders to demand compliance by the Credit Parties with all terms and conditions of the Credit Documents, except as specifically modified or waived by this Consent, (c) be deemed a waiver of any transaction or future action on the part of the Credit Parties requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Documents, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Credit Document, whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.
Effectiveness of Consent. This Consent shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach, Default or Unmatured Default other than as specifically waived herein nor as a waiver of any breach, Default or Unmatured Default of which the Lenders have not been informed by the Borrowers, (b) affect the right of the Lenders to demand compliance by the Borrowers with all terms and conditions of the Loan Documents (including, without limitation, the provisions of Section 7.12 of the Credit Agreement for all other transactions except with respect to the Exelon Merger), except as specifically modified or waived by this Consent, (c) be deemed a consent to any transaction or future action on the part of the Borrowers requiring the Lenders’ or the Required Lenders’ consent or approval under the Loan Documents, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Loan Document, whether arising as a consequence of any Default or Unmatured Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.
Effectiveness of Consent. No action by written consent without a meeting shall be effective until such date as the Secretary or the Inspectors, as applicable, certify to the Corporation that the consents delivered to the Corporation in accordance with Section 10.3represent at least the minimum number of votes that would be necessary to take the corporate action.
Effectiveness of Consent. This consent shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach or default nor as a waiver of any breach or default of which the Lenders have not been informed by the Credit Parties, (b) affect the right of the Lenders to demand compliance by the Credit Parties with all terms and conditions of the Credit Agreement, except as specifically consented to pursuant to the terms hereof, (c) be deemed a waiver of any transaction or future action on the part of the Credit Parties requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement, or (d) except as consented to and waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Credit Document, whether arising as a consequence of any Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.
Effectiveness of Consent. The effectiveness this Consent is subject to and conditioned upon (i) the full execution and delivery by and among the parties of the Assignment and this Consent on or before the Effective Date of this Consent; and (ii) the delivery to Landlord of the replacement Letter of Credit required pursuant to Section 5 of the Assignment, in form satisfactory to Landlord, on or before the Effective Date.
Effectiveness of Consent. This Consent shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach, Default or Event of Default of which the Lenders have not been informed by the Company or any of the other Loan Parties or (b) affect the right of the Lenders to demand compliance by the Loan Parties with all terms and conditions of the Loan Documents, except as specifically agreed and otherwise consented to by this Consent.
Effectiveness of Consent. Provided Landlord has consented to such assignment or subletting, Tenant shall be free to assign this Lease or sublet the Premises, subject to the following conditions: (1) at the time of the transfer, Tenant is not in default under the Lease or would not be in default under the Lease but for the pendency of any grace or cure period; (2) the assignment or subletting shall be on the same terms set forth in the notice given by Tenant to Landlord; (3) assignment or sublease shall be valid and no sublessee shall take possession of the Premises until an executed counterpart of the assignment or sublease has been delivered to Landlord; and no assignee or sublessee shall have a right further to sublet.
Effectiveness of Consent. The Consent Effective Time shall have occurred.
Effectiveness of Consent. Notwithstanding Section 4, the consent set forth in Section 2 shall not be effective until the Administrative Agent has received all of the following (each dated a date reasonably satisfactory to the Administrative Agent):
(a) an assumption and accession agreement, substantially in the form of Exhibit A hereto, executed by each of the Irish Parent and the Swiss Parent (the “Assumption and Accession Agreement”);
(b) to the extent requested by the Administrative Agent (on behalf of itself or any Lender) in writing no later than ten Business Days prior to the date of the Merger, all documents and information required by regulatory authorities under applicable “know-your-customer” rules and regulations with respect to the Irish Parent and the Swiss Parent;
(c) certified copies of resolutions of the board of directors (or equivalent governing body) of the Swiss Parent and the Irish Parent authorizing or ratifying the execution and delivery of the Assumption and Accession Agreement and the performance by such Loan Party of its obligations under the Credit Agreement as amended hereby; and a certificate of the Secretary, an Assistant Secretary or a Director (or other appropriate representative) of the Swiss Parent and the Irish Parent certifying the names of the officer or officers or director or directors authorized to sign the Assumption and Accession Agreement, together with a sample of the true signature of each such officer or director (or other appropriate representative);
(d) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Swiss Parent and the Irish Parent are duly organized or formed, validly existing and (to the extent such concept applies) in good standing in the jurisdictions of their respective organization or formation; and
(e) an opinion letter of (i) Xxxxx & Lardner LLP, New York counsel to the Loan Parties, (ii) Xxxxxx Xxx, counsel to the Irish Parent, and (iii) Bär & Xxxxxx XX, counsel to the Swiss Parent, in each case in form and substance reasonably satisfactory to the Administrative Agent.
