Secretary’s Consent Sample Clauses

Secretary’s Consent. The United States, acting through the Secretary, (i) by its consent and agreement below, consents and agrees to the assumptions described in Section 1 above, the execution and delivery of this Supplement as required under Section 10.05 of the Indenture, and agrees to execute and deliver a release of each of K-Sea LLC, EW Holding, Transition4, LP#4, LP#1 and LP#2 from the Indenture immediately after consummation of all the mergers described herein, such release to be substantially in the form attached hereto as Exhibit 1 and shall be effective as set forth in Article II, Section 1(a), and (ii) agrees that from and after the date hereof the Indenture shall be supplemented in all respects by this Supplement.
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Secretary’s Consent. The United States, acting through the Secretary (i) having by the Secretary’s Consent acknowledged, consented and agreed to the MLP Transaction; (ii) having by the Secretary’s Consent acknowledged, consented and agreed that K-Sea LP, K-Sea OLP and their direct and indirect subsidiaries, together with each of the Original K-Sea Entities, may enter into such documents or agreements that are reasonably related to the MLP Transaction; and (iii) having granted all consents necessary to be obtained under the Title XI Financing, including without limitation, its consent and approval as required under Articles V and VI of the Guarantee Commitment, hereby (a) releases K-Sea LLC and EW Holding from the Guarantee Commitment, and (b) agrees that from and after the date hereof, the Guarantee Commitment shall be assumed by K-Sea LP and K-Sea OLP and amended by this Amendment.
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Secretary’s Consent. The United States, acting through the Secretary, (i) having by the Secretary’s Consent acknowledged, consented and agreed to the MLP Transaction, (ii) having by the Secretary’s Consent acknowledged, consented and agreed that K-Sea LP and K-Sea OLP and their direct and indirect subsidiaries, together with each of the Original K-Sea Entities, may enter into such documents, agreements or instruments that are reasonably related to the MLP Transaction, and (iii) having granted all consents necessary to be obtained under the Title XI Financing, including without limitation, the Secretary’s consent as required under Section 10.05 of the Indenture, hereby (a) releases each of K-Sea LLC and EW Holding from the Indenture, and (b) agrees that from and after the date hereof the Indenture shall be supplemented in all respects by this Supplement.
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Secretary’s Consent. The United States, acting through the Secretary, (i) having by the Secretary’s Consent acknowledged, consented and agreed to the MLP Transaction, (ii) having by the Secretary’s Consent acknowledged, consented and agreed that the Partnerships and their direct and indirect subsidiaries, together with each of the Original K-Sea Entities, may enter into such documents, agreements or instruments that are reasonably related to the MLP Transaction, and (iii) having granted all consents necessary to be obtained under the Title XI Financing, including without limitation, its consent as required under Section 8(a)(7) of the Original Financial Agreement, hereby (a) releases each of the Original K-Sea Entities from the Original Financial Agreement, and (b) agrees that from and after the date hereof the Original Financial Agreement shall be superseded in all respects by this Financial Agreement.
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Secretary’s Consent. The United States, acting through the Secretary (i) issued its conditional approval of the MLP Transaction on December 24, 2003, (ii) except for warranties and representations made to the Secretary, will, subject to (i) above, release K-Sea LLC and EW Holding and collectively the entities described in Recitals (E)(i) and (ii) above from the Guarantee Commitment, and (iii) agrees that from and after the date hereof, the Guarantee Commitment shall be assumed by K-Sea LP and K-Sea OLP and amended by this Amendment.
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Secretary’s Consent. Effective as of the date set forth above, the Secretary consents to the Supplemental Indenture and the modification of the Documents as set forth in Article 2, and to the assumption by the Shipowner as set forth above. The Secretary further approves the form of the endorsement to the Notes and Bonds attached hereto as Exhibit A, to the form of the Endorsement to the Secretary's
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Related to Secretary’s Consent

  • Affirmation and Consent The Administrative Agent shall have received, with counterparts for each Lender, a duly executed copy of an Affirmation and Consent, dated as of the Amendment Effective Date, in form and substance satisfactory to the Administrative Agent, duly executed and delivered by each of the Loan Parties (other than the Borrowers).

  • Approvals, Consents and Waivers Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

  • Authorization; Consents The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue and sell the Securities to the Investor in accordance with the terms hereof. All consents, approvals, orders and authorizations required on the part of the Company in connection with the execution, delivery or performance of this Agreement have been obtained or made, other than such consents, approvals, orders and authorizations the failure of which to make or obtain would not have a Material Adverse Effect.

  • Waiver and Consent No consent or waiver, express or implied, by either party to or of any breach or default by the other party of any or all of its obligations under this Agreement will be valid unless it is in writing and stated to be a consent or waiver pursuant to this section.

  • Conflicts; Consents and Approvals Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement will:

  • Amendment to Organizational Documents The Borrowers will not, and will not permit any of their respective Subsidiaries to, amend, modify or waive any of its rights in a manner materially adverse to the Lenders or any Borrower under its certificate of incorporation, bylaws or other organizational documents.

  • No Conflicts; Consents The execution, delivery and performance of this Agreement by Seller Parent and each Ancillary Implementing Agreement by a Seller party to such Ancillary Implementing Agreement, and the consummation of the transactions contemplated hereby and thereby, by Seller Parent and such Seller do not and will not (a) violate any provision of the certificate of incorporation or bylaws of Seller Parent or the comparable organizational documents of any of the other Sellers or any of the Conveyed Subsidiaries (or any Subsidiary thereof), (b) subject to obtaining the consents set forth in Section 4.4 of the Seller Disclosure Letter, result in a violation of, or require the consent of any Person pursuant to, or conflict with, constitute a default under, or result in the breach or termination, cancellation or acceleration (whether with or without the giving of notice or the lapse of time or both) of any right or obligation of the Sellers or the Conveyed Subsidiaries (or any Subsidiary thereof) under, or to a loss of any benefit of the Business to which the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) is entitled, under any Material Contract or Real Property Lease, or result in the imposition of a Lien on any Purchased Assets, other than Permitted Liens, and (c) assuming compliance with the matters set forth in Sections 4.5 and 5.5, violate or result in a breach of or constitute a default under any Law, Governmental Authorization or other restriction of any Governmental Authority to which any Seller or Conveyed Subsidiary (or Subsidiary thereof) is subject, except, with respect to clauses (b) and (c), as would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date.

  • Further Action; Consents; Filings (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Merger required under (A) the rules and regulations of the NNM, (B) the Securities Act, the Exchange Act and any other applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

  • Authorization for Agreement The execution and performance of this ---------------------------- Agreement by Licensee and Manager have been duly authorized by all necessary laws, resolutions or corporate action, and this Agreement constitutes the valid and enforceable obligations of Licensee and Manager in accordance with its terms except as such enforceability may be limited by creditors rights laws and general principles of equity.

  • No Conflicts, Consents, etc Neither the execution --------------------------- and delivery hereof by the Mortgagor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Mortgagor is a party, or by which it may be bound or to which any of its properties or assets may be subject, (ii) conflicts with any Requirement of Law applicable to the Mortgagor or its property or (iii) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the Mortgaged Property, except where such violation, conflict, creation or imposition would not have a Property Material Adverse Effect. No consent of any party (including, without limitation, equityholders or creditors of the Mortgagor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (other than with respect to any required Permits) is required for (i) the granting of a mortgage Lien on and security interest in the Mortgaged Property by the Mortgagor granted by it pursuant to this Mortgage or for the execution, delivery or performance hereof by the Mortgagor except for the filing of this Mortgage and the other filings contemplated hereby or (ii) the exercise by the Mortgagee of the remedies in respect of the Mortgaged Property pursuant to this Mortgage other than those required by law in connection with the exercise of the applicable remedy.

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