Common use of Lender’s Consent Required Clause in Contracts

Lender’s Consent Required. Unless the Lender consents otherwise in writing, continuing for as long as any Indebtedness remains unpaid, Borrower shall be responsible and liable that: (a) Borrower shall not assign, transfer, alienate, pledge or encumber any interest in this Agreement. (b) Neither Borrower nor any Guarantor shall dispose of all or substantially all of its property, accounts, assets or business. (c) Borrower shall not change or expand its business as presently conducted, consolidate with or merge into any other business, acquire interest or ownership in any other business, or lend funds to any other business, provided that Lender's consent to any such action shall not be unreasonably withheld. (d) Borrower shall not permit, cause or suffer there to occur (1) any change in the identity or ownership percentages of the owners of Borrower (2) any change in the management of any Borrower, (3) any change in the identity of the President, Chief Executive Officer, or Chairman of the Board of Directors of Borrower, from that in existence as of the Closing Date, or (4) any transfer, encumbrance or pledge of any interest in Borrower. (e) Borrower shall not sell, convey, lease, donate or otherwise alienate or dispose of any of the property encumbered by the Collateral, whether voluntarily or involuntarily, in any manner whatsoever, except (1) where explicitly permitted under other provisions of this Agreement, or (2) for bona fide, arms' length sales or leases of portions of said property where such sales or leases are part of the business regularly engaged in by Borrower with respect to said property, such as (without limitation) sales of condominium lots, or leases of apartments or office space. (f) Borrower shall not grant or suffer or permit to be filed any mortgage, Security Interest, lien, pledge, hypothecation, or other encumbrance of or against any of the property encumbered by the Collateral, whether voluntarily or involuntarily, in any manner whatsoever, regardless of whether same is superior or subordinate to the lien of any of the Collateral. (g) Borrower shall not use or expend any portion of the Revolving Loan proceeds for any purpose or matter other than the working capital of Borrower nor any portion of the Term Loan proceeds for any purpose or matter other than acquisition of the forensic operations of Pathology Laboratories Limited, a Mississippi corporation. (h) Borrower shall not incur any indebtedness or other obligation, including any guaranty or other contingent obligation, to any bank, financial institution or institutional lender.

Lender’s Consent Required. Unless Tenant agrees that it will remain obligated under the Lease in accordance with its terms and without the prior written consent of Lender consents otherwise as determined in writingLender’s sole discretion, continuing for as long as any Indebtedness remains unpaid, Borrower shall be responsible and liable that: neither Landlord nor Tenant may (a) Borrower shall not assignamend, transfermodify, alienateor waive any provision of the Lease, pledge or encumber any interest in this Agreement. (b) Neither Borrower nor terminate, cancel or surrender the Lease [except in accordance with the express provisions of Section [ ● ] of the Lease], or enter into any Guarantor shall dispose of all agreement to do so. Tenant also agrees that it will not sublease any or substantially all of its property, accounts, assets the Property or business. (c) Borrower pay any installment of Basic Rent or Additional Rent under the Lease more than one month in advance of the due date thereof or otherwise than in the manner provided for in the Lease. Tenant further agrees that it shall not change or expand its business take any action to terminate (except as presently conducted, consolidate with or merge into any other business, acquire interest or ownership in any other business, or lend funds to any other business, provided that Lender's consent to any such action shall not be unreasonably withheld. (d) Borrower shall not permit, cause or suffer there to occur (1) any change in the identity or ownership percentages of the owners of Borrower (2) any change in the management of any Borrower, (3) any change in the identity of the President, Chief Executive Officer, or Chairman of the Board of Directors of Borrower, from that in existence as of the Closing Date, or (4) any transfer, encumbrance or pledge of any interest in Borrower. (e) Borrower shall not sell, convey, lease, donate or otherwise alienate or dispose of any of the property encumbered expressly permitted by the CollateralLease), whether voluntarily rescind or involuntarilyavoid the Lease, in notwithstanding any manner whatsoever, except (1) where explicitly permitted under other provisions of this Agreement, or (2) for bona fide, arms' length sales or leases of portions of said property where such sales or leases are part of the business regularly engaged in by Borrower action with respect to said propertythe Tenant which may be taken by any trustee or receiver of Landlord or of any assignee of Landlord or by any court in any bankruptcy, such as (without limitation) sales of condominium lotsinsolvency, or leases of apartments or office space. (f) Borrower shall not grant or suffer or permit to be filed any mortgagereorganization, Security Interestcomposition, lienreadjustment, pledgeliquidation, hypothecation, dissolution or other encumbrance proceeding affecting Landlord or any assignee of or against any Landlord. Any of the property encumbered aforementioned actions by Tenant (or Landlord) without Lender’s prior written consent shall be void. Tenant agrees that no prepayment of Basic Rent or Additional Rent paid under the CollateralLease more than one month in advance, whether voluntarily no amendment or involuntarily, in any manner whatsoever, regardless of whether same is superior or subordinate to the lien of any modification of the Collateral. (g) Borrower shall not use Lease, no surrender or expend any portion cancellation of the Revolving Loan proceeds Lease (except in accordance with the express provisions thereof), and no waiver or consent by Landlord under the terms of the Lease, shall be binding upon or as against Lender, as holder of the Security Documents, and as Landlord under the Lease if it succeeds to that position, unless consented to in writing by Lender. Tenant acknowledges and agrees that the Security Documents contain provisions requiring Landlord to obtain Lender’s consent for any purpose or matter other than requiring Landlord’s consent under the working capital of Borrower nor any portion of Lease. Where Lender’s consent is specifically required under the Term Loan proceeds for any purpose or matter other than acquisition of the forensic operations of Pathology Laboratories LimitedLease, a Mississippi corporationunless otherwise provided therein, Lender may withhold its consent in its sole and absolute discretion. (h) Borrower shall not incur any indebtedness or other obligation, including any guaranty or other contingent obligation, to any bank, financial institution or institutional lender.

Lender’s Consent Required. Unless the Lender consents otherwise in writing, continuing for as long as any Indebtedness remains unpaid, Borrower shall be responsible and liable that: (a) Borrower shall not assign, transfer, alienate, pledge or encumber any interest in this Agreement. (b) Neither Borrower nor any Guarantor shall dispose of all or substantially all of its property, accounts, assets or business. (c) Borrower shall not change or expand its business as presently conducted, consolidate with or merge into mergeinto any other business, acquire interest or ownership in any other business, or lend funds to any other business, provided that Lender's consent to any such action shall not be unreasonably withheld. (d) Borrower shall not permit, cause or suffer there to occur (1) any change in the identity or ownership percentages of the owners of Borrower (2) any change in the management of any Borrower, (3) any change in the identity of the President, Chief Executive Officer, or Chairman of the Board of Directors of Borrower, from that in existence as of the Closing Date, or (4) any transfer, encumbrance or pledge of any interest in Borrower. (e) Borrower shall not sell, convey, lease, donate or otherwise alienate or dispose of any of the property encumbered by the Collateral, whether voluntarily or involuntarily, in any manner whatsoever, except (1) where explicitly permitted under other provisions of this Agreement, or (2) for bona fide, arms' length sales or leases of portions of said property where such sales or leases are part of the business regularly engaged in by Borrower with respect to said property, such as (without limitation) sales of condominium lots, or leases of apartments or office space. (f) Borrower shall not grant or suffer or permit to be filed any mortgage, Security Interest, lien, pledge, hypothecation, or other encumbrance of or against any of the property encumbered by the Collateral, whether voluntarily or involuntarily, in any manner whatsoever, regardless of whether same is superior or subordinate to the lien of any of the Collateral. (g) Borrower shall not use or expend any portion of the Revolving Loan proceeds for any purpose or matter other than the working capital of Borrower nor any portion of the Term Loan proceeds for any purpose or matter other than acquisition of the forensic operations of Pathology Laboratories Limited, a Mississippi corporationPermitted Use. (h) Borrower shall not incur any indebtedness or other obligation, including any guaranty or other contingent obligation, to any bank, financial institution or institutional lender.

Lender’s Consent Required. Unless Tenant agrees that it will remain obligated under the Lease in accordance with its terms and without the prior written consent of Lender consents otherwise as determined in writingLender’s sole discretion, continuing for as long as any Indebtedness remains unpaid, Borrower shall be responsible and liable that: neither Landlord nor Tenant may (a) Borrower shall not assignamend, transfermodify, alienateor waive any provision of the Lease, pledge or encumber any interest in this Agreement. (b) Neither Borrower nor terminate, cancel or surrender the Lease except in accordance with the express provisions of the Lease, or enter into any Guarantor shall dispose of all agreement to do so. Tenant also agrees that it will not sublease any or substantially all of its property, accounts, assets the Property unless in accordance with the terms of the Lease or business. (c) Borrower pay any installment of Basic Rent or Additional Rent under the Lease more than one month in advance of the due date thereof or otherwise than in the manner provided for in the Lease. Tenant further agrees that it shall not change or expand its business take any action to terminate (except as presently conducted, consolidate with or merge into any other business, acquire interest or ownership in any other business, or lend funds to any other business, provided that Lender's consent to any such action shall not be unreasonably withheld. (d) Borrower shall not permit, cause or suffer there to occur (1) any change in the identity or ownership percentages of the owners of Borrower (2) any change in the management of any Borrower, (3) any change in the identity of the President, Chief Executive Officer, or Chairman of the Board of Directors of Borrower, from that in existence as of the Closing Date, or (4) any transfer, encumbrance or pledge of any interest in Borrower. (e) Borrower shall not sell, convey, lease, donate or otherwise alienate or dispose of any of the property encumbered expressly permitted by the CollateralLease), whether voluntarily rescind or involuntarilyavoid the Lease, in notwithstanding any manner whatsoever, except (1) where explicitly permitted under other provisions of this Agreement, or (2) for bona fide, arms' length sales or leases of portions of said property where such sales or leases are part of the business regularly engaged in by Borrower action with respect to said propertythe Tenant which may be taken by any trustee or receiver of Landlord or of any assignee of Landlord or by any court in any bankruptcy, such as (without limitation) sales of condominium lotsinsolvency, or leases of apartments or office space. (f) Borrower shall not grant or suffer or permit to be filed any mortgagereorganization, Security Interestcomposition, lienreadjustment, pledgeliquidation, hypothecation, dissolution or other encumbrance proceeding affecting Landlord or any assignee of or against any Landlord. Any of the property encumbered aforementioned actions by Tenant (or Landlord) without Lender’s prior written consent shall be void. Tenant agrees that no prepayment of Basic Rent or Additional Rent paid under the CollateralLease more than one month in advance, whether voluntarily no amendment or involuntarily, in any manner whatsoever, regardless of whether same is superior or subordinate to the lien of any modification of the Collateral. (g) Borrower shall not use Lease, no surrender or expend any portion cancellation of the Revolving Loan proceeds Lease (except in accordance with the express provisions thereof), and no waiver or consent by Landlord under the terms of the Lease, shall be binding upon or as against Lender, as holder of the Security Documents, and as Landlord under the Lease if it succeeds to that position, unless consented to in writing by Lender. Tenant acknowledges and agrees that the Security Documents contain provisions requiring Landlord to obtain Lender’s consent for any purpose or matter other than requiring Landlord’s consent under the working capital of Borrower nor any portion of Lease. Where Lender’s consent is specifically required under the Term Loan proceeds for any purpose or matter other than acquisition of the forensic operations of Pathology Laboratories LimitedLease, a Mississippi corporationunless otherwise provided therein, Lender may withhold its consent in its sole and absolute discretion. (h) Borrower shall not incur any indebtedness or other obligation, including any guaranty or other contingent obligation, to any bank, financial institution or institutional lender.

Lender’s Consent Required. Unless No Change in Ownership or (except as expressly provided in Section 9.2) Change in Control shall be permitted without the Lender's prior written approval, as determined by the Lender consents otherwise in writing, continuing for as long as any Indebtedness remains unpaid, Borrower shall be responsible its sole and liable that: (a) Borrower nonreviewable discretion. The Lender shall not assign, transfer, alienate, pledge or encumber consider any interest request for approval unless: (i) the Borrower submits an application on such form and with such supporting documentation as may be required by the Lender; (ii) the Borrower is not in this Agreement. (b) Neither Borrower nor any Guarantor shall dispose of all or substantially all of its property, accounts, assets or business. (c) Borrower shall not change or expand its business as presently conducted, consolidate with or merge into any other business, acquire interest or ownership in any other business, or lend funds to any other business, provided that Lender's consent to any such action shall not be unreasonably withheld. (d) Borrower shall not permit, cause or suffer there to occur (1) any change in the identity or ownership percentages of the owners of Borrower (2) any change in the management of any Borrower, (3) any change in the identity of the President, Chief Executive Officer, or Chairman of the Board of Directors of Borrower, from that in existence as of the Closing Date, or (4) any transfer, encumbrance or pledge of any interest in Borrower. (e) Borrower shall not sell, convey, lease, donate or otherwise alienate or dispose default of any of the property encumbered Borrower's obligations under the Note, this Agreement or any of the other Loan Documents; (iii) the Facility continues to meet all of the Lender's underwriting requirements as then in effect, including loan-to-value requirements, as demonstrated by an updated appraisal or other evidence satisfactory to the Lender; (iv) the proposed transferee of the Facility (in the case of a Change in Ownership) or of an equity or other interest (in the case of a Change in Control) shall be a Person meeting all of the Lender's credit and underwriting standards and otherwise acceptable to the Lender; (v) if required by the CollateralLender, whether voluntarily or involuntarily, in any manner whatsoever, except (1) where explicitly permitted under other provisions of this Agreement, or (2) for bona fide, arms' length sales or leases of portions of said property where such sales or leases are part of the business regularly engaged in by Borrower shall provide Guaranty Agreements with respect to said propertythe Obligations from the transferee or from one or more Affiliates of the transferee, as applicable, together with such other documents as the Lender or the Lender's counsel may require to document the transfer or to affirm the responsibility of the Persons involved for the Obligations; (without limitationvi) sales of condominium lots, or leases of apartments or office space. (f) the Borrower shall not grant or suffer or permit pay a transfer fee equal to be filed any mortgage, Security Interest, lien, pledge, hypothecation, or other encumbrance of or against any one percent (1%) of the property encumbered outstanding Principal Amount as of the effective date of the Change in Ownership or Change in Control; and (vii) the Borrower shall pay all costs and expenses incurred by or on behalf of the CollateralLender in connection with the Change in Ownership or Change in Control, whether voluntarily or involuntarilyincluding the cost of an updated appraisal, in any manner whatsoeverunder writing reviews, regardless of whether same is superior or subordinate reasonable attorneys' fees and disbursements, and document preparation and record ing/filing fees and charges. Unless and then only to the lien of extent otherwise expressly stated in the Lender's written approval issued at the time, no Change in Ownership or Change in Control shall relieve the named Borrower or any existing Guarantor from responsibility for the Obligations, and they shall continue to remain liable, jointly and severally with the transferee and any new Guarantors, for the payment and performance of the Collateral. (g) Borrower Obligations in accordance with their terms. If the Lender provides its written approval of a Change in Ownership or Change in Control, the transferee shall not use or expend any portion acquire its interest subject to the terms and conditions of the Revolving Loan proceeds for any purpose or matter other than Documents, as if such transferee had itself executed and delivered the working capital of Borrower nor any portion of the Term Loan proceeds for any purpose or matter other than acquisition of the forensic operations of Pathology Laboratories Limited, a Mississippi corporationsame. (h) Borrower shall not incur any indebtedness or other obligation, including any guaranty or other contingent obligation, to any bank, financial institution or institutional lender.

Lender’s Consent Required. Unless Tenant agrees that it will remain obligated under the Lease in accordance with its terms and without the prior written consent of Lender consents otherwise as determined in writingLender’s sole discretion, continuing for as long as any Indebtedness remains unpaid, Borrower shall be responsible and liable that: neither Landlord nor Tenant may (a) Borrower shall not assignamend, transfermodify, alienateor waive any provision of the Lease, pledge or encumber any interest in this Agreement. (b) Neither Borrower nor terminate, cancel or surrender the Lease, or enter into any Guarantor shall dispose agreement to do so except as expressly permitted by the terms of all the Lease. Tenant also agrees that it will not sublease any or substantially all of its property, accounts, assets the Property or business. (c) Borrower shall not change pay any installment of Base Rent or expand its business as presently conducted, consolidate with or merge into any other business, acquire interest or ownership Additional Rent under the Lease more than one month in any other business, or lend funds to any other business, provided that Lender's consent to any such action shall not be unreasonably withheld. (d) Borrower shall not permit, cause or suffer there to occur (1) any change in the identity or ownership percentages advance of the owners of Borrower (2) any change in the management of any Borrower, (3) any change in the identity of the President, Chief Executive Officer, due date thereof or Chairman of the Board of Directors of Borrower, from that in existence as of the Closing Date, or (4) any transfer, encumbrance or pledge of any interest in Borrower. (e) Borrower shall not sell, convey, lease, donate or otherwise alienate or dispose of any of the property encumbered by the Collateral, whether voluntarily or involuntarily, in any manner whatsoever, except (1) where explicitly other than in the manner provided for in the Lease. Tenant further agrees that it shall not except as expressly permitted under other provisions of this Agreement, or (2) for bona fide, arms' length sales or leases of portions of said property where such sales or leases are part by the terms of the business regularly engaged in Lease take any action to terminate (except as expressly permitted by Borrower the Lease), rescind or avoid the Lease, notwithstanding any action with respect to said propertythe Tenant which may be taken by any trustee or receiver of Landlord or of any assignee of Landlord or by any court in any bankruptcy, such as (without limitation) sales of condominium lotsinsolvency, or leases of apartments or office space. (f) Borrower shall not grant or suffer or permit to be filed any mortgagereorganization, Security Interestcomposition, lienreadjustment, pledgeliquidation, hypothecation, dissolution or other encumbrance proceeding affecting Landlord or any assignee of or against any Landlord. Any of the property encumbered aforementioned actions by Tenant (or Landlord) without Lender’s prior written consent shall be void. Tenant agrees that no prepayment of Base Rent or Additional Rent paid under the CollateralLease more than one month in advance, whether voluntarily no amendment or involuntarily, in any manner whatsoever, regardless of whether same is superior or subordinate to the lien of any modification of the Collateral. (g) Borrower shall not use Lease, no surrender or expend any portion cancellation of the Revolving Loan proceeds Lease (except in accordance with the express provisions thereof), and no waiver or consent by Landlord under the terms of the Lease, shall be binding upon or as against Lender, as holder of the Security Documents and as landlord under the Lease if it succeeds to that position, unless consented to in writing by Lender. Tenant acknowledges and agrees that the Security Documents contain provisions requiring Landlord to obtain Lender’s consent for any purpose or matter other than requiring Landlord’s consent under the working capital of Borrower nor any portion of the Term Loan proceeds for any purpose or matter other than acquisition of the forensic operations of Pathology Laboratories Limited, a Mississippi corporationLease. (h) Borrower shall not incur any indebtedness or other obligation, including any guaranty or other contingent obligation, to any bank, financial institution or institutional lender.

Lender’s Consent Required. Unless No Change in Ownership or (except as expressly provided in Section 9.2) Change in Control shall be permitted without the Lender's prior written approval, as determined by the Lender consents otherwise in writing, continuing for as long as any Indebtedness remains unpaid, Borrower shall be responsible its sole and liable that: (a) Borrower nonreviewable discretion. The Lender shall not assign, transfer, alienate, pledge or encumber consider any interest request for approval unless: (i) the Borrower submits an application on such form and with such supporting documentation as may be required by the Lender; (ii) the Borrower is not in this Agreement. (b) Neither Borrower nor any Guarantor shall dispose of all or substantially all of its property, accounts, assets or business. (c) Borrower shall not change or expand its business as presently conducted, consolidate with or merge into any other business, acquire interest or ownership in any other business, or lend funds to any other business, provided that Lender's consent to any such action shall not be unreasonably withheld. (d) Borrower shall not permit, cause or suffer there to occur (1) any change in the identity or ownership percentages of the owners of Borrower (2) any change in the management of any Borrower, (3) any change in the identity of the President, Chief Executive Officer, or Chairman of the Board of Directors of Borrower, from that in existence as of the Closing Date, or (4) any transfer, encumbrance or pledge of any interest in Borrower. (e) Borrower shall not sell, convey, lease, donate or otherwise alienate or dispose default of any of the property encumbered Borrower's obligations under the Note, this Agreement or any of the other Loan Documents; (iii) the Facility continues to meet all of the Lender's underwriting requirements as then in effect, including loan-to-value requirements, as demonstrated by an updated appraisal or other evidence satisfactory to the Lender; (iv) the proposed transferee of the Facility (in the case of a Change in Ownership) or of an equity or other interest (in the case of a Change in Control) shall be a Person meeting all of the Lender's credit and underwriting standards and otherwise acceptable to the Lender; (v) if required by the CollateralLender, whether voluntarily or involuntarily, in any manner whatsoever, except (1) where explicitly permitted under other provisions of this Agreement, or (2) for bona fide, arms' length sales or leases of portions of said property where such sales or leases are part of the business regularly engaged in by Borrower shall provide Guaranty Agreements with respect to said propertythe Obligations from the transferee or from one or more Affiliates of the transferee, as applicable, together with such other documents as the Lender or the Lender's counsel may require to document the transfer or to affirm the responsibility of the Persons involved for the Obligations; (without limitationvi) sales of condominium lots, or leases of apartments or office space. (f) the Borrower shall not grant or suffer or permit pay a transfer fee equal to be filed any mortgage, Security Interest, lien, pledge, hypothecation, or other encumbrance of or against any one percent (1%) of the property encumbered outstanding Principal Amount as of the effective date of the Change in Ownership or Change in Control; and (vii) the Borrower shall pay all costs and expenses incurred by or on behalf of the CollateralLender in connection with the Change in Ownership or Change in Control, whether voluntarily or involuntarilyincluding the cost of an updated appraisal, in any manner whatsoeverunderwriting reviews, regardless of whether same is superior or subordinate reasonable attorneys' fees and disbursements, and document preparation and recording/filing fees and charges. Unless and then only to the lien of extent otherwise expressly stated in the Lender's written approval issued at the time, no Change in Ownership or Change in Control shall relieve the named Borrower or any existing Guarantor from responsibility for the Obligations, and they shall continue to remain liable, jointly and severally with the transferee and any new Guarantors, for the payment and performance of the Collateral. (g) Borrower Obligations in accordance with their terms. If the Lender provides its written approval of a Change in Ownership or Change in Control, the transferee shall not use or expend any portion acquire its interest subject to the terms and conditions of the Revolving Loan proceeds for any purpose or matter other than Documents, as if such transferee had itself executed and delivered the working capital of Borrower nor any portion of the Term Loan proceeds for any purpose or matter other than acquisition of the forensic operations of Pathology Laboratories Limited, a Mississippi corporationsame. (h) Borrower shall not incur any indebtedness or other obligation, including any guaranty or other contingent obligation, to any bank, financial institution or institutional lender.