Prior Consents Sample Clauses

Prior Consents. Notwithstanding anything to the contrary, nothing contained herein shall be deemed to void or make ineffective any consent given by the Purchaser Parties prior to the date hereof. [The remainder of this page is intentionally left blank.] Please confirm your agreement and consent with the foregoing by signing and returning one copy of this Consent letter to the undersigned, whereupon thisConsent Letter shall become a binding agreement among the Parties. Sincerely. GENERAL ELECTRIC CAPITAL CORPORATION By: Name: Xxxxxxx X. Xxxxx Title: Authorized Signatory Agreed to, acknowledged and accepted as of the date first written above: PURCHASERREPRESENTATIVE BRE IMAGINATION HOLDCO LLC, a Delaware limited liability company Name: Xxxxx Xxxxxxxx Title: Senior Managing Director and Vice President cc: Xxxxxxx Xxxxxxx &Bartlett LLP 000 XxxxxxxxxXxxxxx XxxXxxx,XxxXxxx00000 Attention: KristaMiniutti [Consent Letter] AMENDMENT TO PURCHASE AND SALE AGREEMENT This Amendment (this “Amendment”) to the Purchase and Sale Agreement, dated as of April 10, 2015 (as such agreement may be amended from time to time, the “Agreement”), by and among General Electric Capital Corporation, a Delaware corporation (“Seller”), and each of the “Seller Parties” listed on the signature pages thereto (collectively with Seller and together with their designees permitted pursuant to this Agreement, the “Seller Parties”), on the one hand, and each of the “Purchaser Parties” listed on the signature pages thereto (collectively and together with their designees permitted pursuant to this Agreement, the “Purchaser Parties?), on the other hand, shall be effective as of the date of delivery (the “Effective Date”) of a duly executed counterpart hereof by Seller (in its capacity as the representative of the French Seller Parties (as defined below)) and each of the French Seller Parties (as defined below) to BRE Imagination Holdco LLC,a Delaware limited liability company (the “French Purchaser”). Each of the Seller Parties (including, from and after the Effective Date, the French Seller Parties) and each of the Purchaser Parties (including, from and after the Effective Date, the French Purchaser) shall be referred to in this Agreement as a “Party”, and collectively as the “Parties”.
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Prior Consents. 2.1.1 This Agreement, the Deed of Assignment and the Parties' rights and obligations under it are conditional upon: (a) the Assignor obtaining the written approval of the other Permit Holders to the form of the Deed of Assignment (or to an alternative form of deed of assignment that is acceptable to both the Assignor and the Farmee, acting reasonably); and (b) the Minister granting consent to the assignment of the Assigned Interest in accordance with the Act. 2.1.2 Immediately after execution of this Agreement by all Parties, the Assignor shall seek the consent to the form of the Deed of Assignment of the other Permit Holders (to the extent that such consent has not been obtained prior to this Agreement being signed). The Assignor must keep the Farmee informed of progress in obtaining such consent and of any issues raised by the other Permit Holders in terms of such consent. As soon as the Condition contained in clause 2.1.1 (a) has been satisfied, the Farmee and all Permit Holders shall execute the Deed of Assignment and on completion of that execution, the Assignor will make an application in accordance with the Act to seek the consent referred to in clause 2.1.1(b). The Assignor shall provide a copy of the submitted application to the Farmee. 2.1.3 Each Party must execute all documents and do (or procure to be done) all acts and things as are reasonably within its powers to ensure that the Conditions are satisfied as soon as is reasonably practicable after the execution of this Agreement. Immediately upon a Party becoming aware that a Condition is satisfied, it must notify the other Party of such satisfaction. 2.1.4 As the Farmee is a Related Company of the Assignor, the assignment contemplated by this Agreement does not require the consent of the other Permit Holders. The Farmee expressly acknowledges that it takes the Assigned Interest subject to the terms of the JVOA.
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Prior Consents. No consent, approval or authorization of, or filing, registration or qualification with any Governmental Authority on the part of Individual Guarantor is required as a condition to the execution and delivery of this Loan Agreement, the Individual Guarantees or any other instruments referred to herein.
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Prior Consents. That certain Waiver and Consent dated June 22, 2015, that certain Limited Consent and Amendment dated as of March 4, 2016, and that certain Limited Consent dated May 27, 2016, each among Borrower, Agent and Lenders, are hereby superseded.
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Prior Consents. No consent, approval or authorization of, or filing, registration or qualification with any Governmental Authority on the part of Borrowers is required as a condition to the execution and delivery of this Loan Agreement, the Notes or any other instruments referred to herein.
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Related to Prior Consents

  • Prior Consent You will not accept for payment by Card any amount representing a deposit or partial payment for goods or services to be delivered in the future without the prior written consent of Processor. The acceptance of a Card for payment or partial payment of goods or services to be delivered in the future without prior consent will be deemed to be a breach of this Agreement and cause for immediate termination in addition to any other remedies available under the Laws or Rules.

  • All Consents All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given to it, if any, in connection with the execution and delivery of this Agreement and each other Transaction Document to which it is a party and the performance of the transactions contemplated by this Agreement or any other Transaction Document by the Depositor, in each case, have been duly obtained, effected or given and are in full force and effect, except for those which the failure to obtain would not reasonably be expected to have a Material Adverse Effect.

  • Governmental Consents No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

  • Authorization; Consents The execution, delivery and performance by the Allocatee of the Allocation Agreement and the carrying out of the authorized use(s) of the NMTC Allocation provided hereunder are within the Allocatee’s powers and have been duly authorized by all necessary corporate, partnership or limited liability company action and no consent, approval, authorization or order of, notice to and filing with, any third party including, without limitation, any governmental entity which has not been previously obtained, is required in connection with such execution, delivery and performance. The Allocatee will make all such notices or filings that may be required after the Allocation Date in accordance with the applicable time periods for such notices or filings.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and (C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.

  • Cooperation; Consents Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.

  • Other Consents No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

  • Governmental Consent, etc No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the other agreements contemplated hereby, or the consummation by the Company of any other transactions contemplated hereby or thereby.

  • Payments for Consents Neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

  • Governmental Consents, etc No authorization, consent, approval, license or exemption of or registration, declaration or filing with any Governmental Authority, is necessary for the valid execution and delivery of, or the incurrence and performance by the Company of its obligations under, any Loan Document to which it is a party, except those that have been obtained and such matters relating to performance as would ordinarily be done in the ordinary course of business after the Execution Date.

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