Limited Consents. Notwithstanding anything contrary in the Agreement or any other provision set forth in the Loan Documents, and subject to the terms, conditions, and other restrictions set forth herein, the Lender hereby consents to the Xxxxxxx Transaction. This consent is limited to the Xxxxxxx Transaction and is not a consent to any other transaction, whether or not similar to the foregoing. The consent to the Xxxxxxx Transaction is conditioned upon satisfaction of each of the following conditions precedent thereto, as well as the conditions precedent set forth in Article V below:
(i) The Borrowers shall have delivered to the Lender an executed copy of Xxxxxxx Asset Purchase Agreement together with true and correct copies of all exhibits and schedules thereto and all agreements executed or delivered in connection therewith, all of which must be in form and substance satisfactory to the Lender in its sole discretion;
(ii) The Borrowers shall have delivered to the Lender an updated Borrowing Base Certificate reflecting the consummation of the Xxxxxxx Transaction;
(iii) No Default or Event of Default shall have occurred and be continuing or result from the consummation of the Xxxxxxx Transaction, except as previously disclosed to the Lender in writing; and
(iv) 100% of the cash proceeds of the Xxxxxxx Transaction to be received by the Borrowers shall be paid directly to the Lender (to be applied to the Obligations in accordance with the Agreement) at such account as the Lender may direct. Upon satisfaction of the foregoing conditions with respect to the Xxxxxxx Transaction (or concurrently therewith), and upon the Borrowers’ request, the Lender will execute and deliver such lien releases (including UCC-3 financing statement amendments) as may be necessary to effectively terminate any and all of the Lender’s Liens on the property to be sold pursuant to the Xxxxxxx Transaction, all at Borrowers’ sole cost and expense.
Limited Consents. Agent and Lenders hereby agree and consent as follows:
A. If any Obligor proposes to enter into a Japanese Receivables Credit Facility as permitted under the Loan Agreement, then concurrently with the closing of such Japanese Receivables Credit Facility, Agent shall (i) release its security interest in such Obligor’s Accounts and proceeds thereof, including related Deposit Accounts (the “Japanese Collateral”) and (ii) execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence the release of Agent’s security interest in the Japanese Collateral.
B. Without regard to whether such consent is required under any Loan Document, the Lenders party hereto agree that the Obligors may enter into an amendment to and consent under the Term Loan Agreement that is comparable to this Amendment.
C. Borrowers may acquire certain claims (in the form of claims, claim participations, notes or otherwise) filed in the Chapter 11 Case and may distribute or assign to Parent all Capital Stock of Parent acquired by or issued to Borrower pursuant to such claims notwithstanding anything to the contrary in the Loan Documents including, without limitation, any limitations on Investments, Asset Dispositions, transactions with Affiliates, or limitations on amendments to or variations from the Plan of Reorganization; provided, that (i) the payment of the purchase price for such claims shall be deemed to be a Distribution under Section 10.2.4(l), and (ii) prior to making such payment, Borrowers shall deliver to Agent a fairness opinion of a nationally recognized independent financial advisor with respect to such transaction. Such transactions with respect to such claims shall not be subject to any notice requirements or collateral perfection requirements under the Loan Documents; and
D. In anticipation of any sale of Borrowers’ headquarters property located in Sunnyvale, California as permitted under Section 10.2.6 (the “Sunnyvale Property Transaction”), at Borrowers’ request which shall be made by Borrowers not earlier than three months prior to the anticipated effective date of the Sunnyvale Property Transaction, Agent shall promptly execute and deliver to Borrowers such documents as Borrowers may reasonably request to evidence and effect a release of Agent’s security interest in and Lien on such property, including, without limitation, reconveyance documents and UCC-3 termination statements each in appropriate form for recording in the County R...
Limited Consents. At the request of the Borrower and subject to the satisfaction of the conditions set forth in Article IV below, the Administrative Agent and each of the Lenders hereby consents and agrees (the “Consents”) to (a) the inclusion of Nevada Grandfathered Projects as “Eligible Projects” (including, for the avoidance of doubt, for purposes of determining the Portfolio Value and related Available Borrowing Base calculations) and (b) the Acquisition, for which consent of the Administrative Agent and the Required Lenders is required pursuant to Section 2.05(b)(iii) of the Credit Agreement. The Consents granted pursuant to this Article III are limited precisely as written and shall not extend to any other provision of the Credit Agreement or the Amended Credit Agreement.
Limited Consents. (a) From and after the Consent Effective Date, but subject to the conditions set forth in Section 3 below, MLBFS hereby:
(i) consents to the purchase by Customer of additional shares of the common stock, $0.01 par value per share (the “Common Stock”), of Sport Supply Group, Inc. (“SSG”) (the “Additional Shares” the Additional Shares shall be in addition to the shares of Common Stock to be acquired, if any, in connection with the proposed merger of SSG with and into Customer, or, if the Reverse Merger Election (as defined in Section 2.2 of the Merger Agreement (as hereinafter defined)) shall have been elected, the merger of CP Merger Sub, Inc. (the “Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Customer, with and Into SSG, pursuant to which the Company intends to acquire all of the outstanding shares of Common Stock of SSG that it shall not own on the closing date of the Merger, for the merger consideration and otherwise upon the terms and conditions set forth in the Agreement and Plan of Merger dated as of September 7, 2005 by and among Customer, the Merger Sub and SSG (the Agreement and Plan of Merger, together with all schedules and exhibits thereto, in each case as in effect on the date of this Consent (without regard to any Consents, modifications, waivers or supplements thereto), collectively, the “Merger Agreement”), provided, that the purchase price per Additional Share shall not be greater than $6,74;
(ii) subject to the proviso contained in Section 2(a)(1), consents to the use of not more than $15,000,000 of the proceeds of WCMA Loans to acquire the Additional Shares; and
Limited Consents. Each of the foregoing consents is a limited consent and shall not be deemed to constitute a consent with respect to any other current or future departure from the requirements of any provision of the Credit Agreement or any other Loan Documents.
Limited Consents. (a) Subject to the satisfaction of the conditions precedent in Article III of this Amendment and to the other terms, conditions and provisions of this Amendment, Agent and Lenders hereby consent to the Stock Repurchases in connection with the Merger. Notwithstanding anything contained in this Amendment, the consent letter relating to the Merger from Agent and Lenders to Borrower dated February 21, 2003 (the "FEBRUARY CONSENT LETTER") remains in full force and effect and is not superceded hereby.
(b) Subject to the satisfaction of the conditions precedent in Article III of this Amendment and to the other terms, conditions and provisions of this Amendment, Agent and Lenders hereby consent to the payment of cash in lieu of fractional shares upon consummation of a reserve stock split (the "Reserve Stock Split") following the Merger so long as the payment of cash in lieu of fractional shares does not exceed $2,000.
Limited Consents. This consents shall be limited precisely as provided for herein, and shall not be deemed to be a waiver of, amendment of, consent to or modification of any other term, provision or Event of Default under Loan Agreement, the Pledge Agreement or of any term or provision of any other Loan Document or other instrument referred to therein or herein or of any transaction or further or future action on the part of the Borrower or Trust 2003-1 which would require the consent of the Lender or Clearwing under the Loan Agreement or the Pledge Agreement.
Limited Consents. Subject to the conditions precedent set forth in Section 5 hereof, Agent and Lenders hereby consent to the RMC Purchase
Limited Consents. (a) Anything in the Loan Agreement to the contrary notwithstanding, Bank hereby consents to each of the following; PROVIDED, HOWEVER, that no Event of Default (including without limitation in respect of any financial covenant set forth in the Loan Agreement), or event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default (including without limitation in respect of any financial covenant set forth in the Loan Agreement), has occurred and is continuing, both immediately before and immediately after giving effect thereto:
(i) Borrower's wholly-owned subsidiary, Orion Imaging Systems, Inc. ("Orion"), may incur Indebtedness owing to Xxxxxx Financial in anaggregate amount not to exceed $5,000,000 at any one time outstanding (the"Permitted Orion-Xxxxxx Indebtedness"). The Permitted Orion-Xxxxxx Indebtedness shall constitute Permitted Indebtedness of Orion.
(ii) Solely to secure the Permitted Orion-Xxxxxx Indebtedness, Orion may grant a security interest in favor of Xxxxxx Financial in solely Orion's "accounts" (as such term is defined in the Code) (the "Permitted Orion-Xxxxxx-Xxxx"). The Permitted Orion-Xxxxxx Xxxx shall constitute a Permitted Lien on the assets of Orion.
(iii) Borrower may guarantee, in favor of Xxxxxx Financial, up to a maximum of $2,500,000 in respect of the Permitted Orion-Xxxxxx Indebtedness, which guarantee shall be on an unsecured basis (the "Permitted Borrower-Xxxxxx Guarantee"). The Permitted Borrower-Xxxxxx Guarantee shall constitute Permitted Indebtedness of Borrower.
(b) It is understood by the parties hereto, however, that each of the foregoing limited consents of Bank does not constitute a modification or waiver of any other provision or term of the Loan Agreement or any related document or of any Event of Default.
Limited Consents. Subject to the conditions precedent set forth in Section 5 hereof, Agent and Lenders hereby consent to the M&M Purchase.
