Common use of Required Consents Clause in Contracts

Required Consents. No consent shall be required for any assignment by the Initial Lender. The consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender or an Affiliate of a Lender; 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 five (5) Business Days after having received notice thereof.

Appears in 27 contracts

Samples: Restatement Agreement (Jetblue Airways Corp), Restatement Agreement (United Airlines, Inc.), Loan and Guarantee Agreement (Frontier Group Holdings, Inc.)

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Required Consents. No consent shall be required for any assignment by the Initial Lender. The consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender or an Affiliate of a Lender; 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 five (5) Business Days after having received notice thereof.thereof.‌

Appears in 12 contracts

Samples: Loan and Guarantee Agreement, Loan and Guarantee Agreement, Loan and Guarantee Agreement

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, to the Initial Lender. The extent that the consent of the Borrower is so required, (A) such consent shall not to be unreasonably withheldwithheld or delayed, delayed or conditioned(B) no consent of Borrower shall be required for any assignment by any Lender other than the Initial Lender unless if (x1) a Default or an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender or an Affiliate of a Lender; provided that , and (C) the Borrower shall be deemed to have consented to any such assignment for which its consent it required unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof.

Appears in 6 contracts

Samples: Credit Agreement (Green Plains Inc.), Credit Agreement (Green Plains Partners LP), Credit Agreement (Green Plains Inc.)

Required Consents. No consent shall be required for any assignment by except for the Initial Lender. The consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) and the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender or Lender, an Affiliate of a LenderLender 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 five (5) Business Days after having received notice thereof.

Appears in 4 contracts

Samples: Term Loan Agreement (Dayton Power & Light Co), Term Loan Agreement (Ipalco Enterprises, Inc.), Note Purchase and Covenants Agreement (Ipalco Enterprises, Inc.)

Required Consents. No consent shall be required for any assignment by (A) Unless an Event of Default has occurred that is continuing, the Initial Lender. The consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required (1) for assignments in respect of any assignment by any Lender other than the Initial Lender unless (x) a Default or Event of Default has occurred and is continuing at the time of such assignment, or (y) Commitment if such assignment is to a Person that is not an existing Lender, an Affiliate of such Lender or an Affiliate Approved Fund with respect to such Lender and (2) to the extent required by subsection (b)(i) of a Lenderthis Section; 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 five (5) Business Days after having received notice thereof.

Appears in 3 contracts

Samples: Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition: the Initial Lender. The consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender or Lender, an Affiliate of a LenderLender 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 five ten (510) Business Days after having received written notice thereof.

Appears in 3 contracts

Samples: Credit Agreement, Term Loan Credit Agreement (Bristow Group Inc), Term Loan Credit Agreement (Bristow Group Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by Section 10.8(b)(i)(B) and, in addition: (A) the Initial Lender. The consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender or an Affiliate of a Lender; 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 five (5) Business Days after having received notice thereof; and (B) the consent of Administrative Agent (in its sole and absolute discretion) shall be required.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Beneficient), Credit Agreement (Beneficient)

Required Consents. No consent shall be required for any assignment by except for the Initial Lender. The consent of the Agent (which shall not be unreasonably withheld or delayed) and the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender or Lender, an Affiliate of a LenderLender 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 five (5) Business Days after having received notice thereof.

Appears in 2 contracts

Samples: Credit Agreement (New Jersey Resources Corp), Assignment and Assumption Agreement (New Jersey Resources Corp)

Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (b) and, in addition: the Initial Lender. The consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or Event of Default has occurred and is continuing shall exist at the time of such assignment, assignment or (y) such assignment is to a Lender or Lender, an Affiliate of a LenderLender 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 five (5) Business Days after having received notice thereof.; and

Appears in 2 contracts

Samples: Term Loan Agreement (Spirit Realty, L.P.), Term Loan Agreement (Spirit Realty, L.P.)

Required Consents. No consent shall be required for any assignment by except for the Initial Lender. The consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) and the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender or Lender, an Affiliate of a LenderLender 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 five (5) Business Days after having received notice thereof.; and

Appears in 1 contract

Samples: Credit Agreement (Ipalco Enterprises, Inc.)

Required Consents. No consent shall be required for any assignment by except for the Initial Lender. The consent of the Agent (which shall not be unreasonably withheld or delayed), and the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender or Lender, an Affiliate of a LenderLender 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 five (5) Business Days after having received notice thereof.; and

Appears in 1 contract

Samples: Credit Agreement (Federated Investors Inc /Pa/)

Required Consents. No consent shall be required for any assignment by except for the Initial Lender. The consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender or Lender, an Affiliate of a LenderLender 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 five (5) Business Days after having received notice thereof.

Appears in 1 contract

Samples: Credit Agreement (New Jersey Resources Corp)

Required Consents. No consent shall be required for any assignment by except for the Initial Lender. The consent of the Borrower Administrative Agent (which shall not be unreasonably withheld or delayed) and the consent of the Company (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender or Lender, an Affiliate of a LenderLender or an Approved Fund; provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof.

Appears in 1 contract

Samples: Credit Agreement (Cincinnati Financial Corp)

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, the Initial Lender. The consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (xA) a Default or an Event of Default has occurred and is continuing at the time of such assignment, assignment or (yB) such assignment is to by a Closing Date Lender or an Affiliate of a Lenderas the assignor; 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 five (5) Business Days after having received notice thereof.

Appears in 1 contract

Samples: Warrant Agreement (Media General Inc)

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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: the Initial Lender. The consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x1) a Default or an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender or Lender, an Affiliate of a LenderLender 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 five (5) Business Days after having received notice thereof.;

Appears in 1 contract

Samples: Credit Agreement (Saga Communications Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section 11.06 and, in addition, the Initial Lender. The consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x1) a Default or Specified Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender or Lender, an Affiliate of a LenderLender 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 five (5) Business Days after having received notice thereof.

Appears in 1 contract

Samples: Credit Agreement (Harmony Biosciences Holdings, Inc.)

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 Initial Lender. The consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or an Event of Default has shall have occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender or Lender, an Affiliate of a LenderLender 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 five (5) Business Days after having received notice thereof.; 115

Appears in 1 contract

Samples: Credit Agreement (Orion Group Holdings Inc)

Required Consents. No consent shall be required for any assignment by except for the Initial Lender. The consent of the Borrower Administrative Agent (which shall not be unreasonably withheld or delayed) and the consent of the Company (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender or Lender, an Affiliate of a LenderLender or an Approved Fund; provided that the each Borrower shall be deemed to have consented to any such assignment unless it shall object has objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof.

Appears in 1 contract

Samples: Credit Agreement (RPM International Inc/De/)

Required Consents. No consent shall be required for any assignment by the Initial Lender. The consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender or an Affiliate of a Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto thereto‌ by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof.

Appears in 1 contract

Samples: Loan and Guarantee Agreement

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section 11.06 and, in addition, the Initial Lender. The consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x1) a Default or an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender or Lender, an Affiliate of a LenderLender 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 five (5) Business Days after having received notice thereof.

Appears in 1 contract

Samples: Credit Agreement (Alnylam Pharmaceuticals, Inc.)

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, the Initial Lender. The consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment by any Lender other than the Initial Lender unless (x1) a Default or an Event of A/74396737.7 Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender or Lender, an Affiliate of a LenderLender 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 assigning Lender within five (5) Business Days after having received notice thereof.; and

Appears in 1 contract

Samples: Senior Subordinated Loan Agreement (Dynamics Research Corp)

Required Consents. No consent shall be required for any assignment by except for the Initial Lender. The consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) and the written consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x) a Default or an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender or Lender, an Affiliate of a LenderLender 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 five (5) Business Days after having received notice thereof.

Appears in 1 contract

Samples: Bond Purchase and Covenants Agreement (Vectren Utility Holdings Inc)

Required Consents. No consent shall be required for any assignment except (A) to the extent required by subsection (b)(i)(B) of this Section and (B) the Initial Lender. The consent of the Borrower Borrowers (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment by any Lender other than the Initial Lender unless (x1) a Default or an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender or Lender, an Affiliate of a LenderLender or an Approved Fund; provided that the Borrower Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof.

Appears in 1 contract

Samples: Credit Agreement (B. Riley Financial, Inc.)

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