SELLER'S CONSENT. The Company, as the sole shareholder of the Seller, and the Seller, as the sole shareholder of the Subsidiary, each hereby approve, authorize and consent to the execution and delivery of this Agreement and the Ancillary Documents, the performance by the Subsidiary of its obligations hereunder and thereunder and the consummation by the Subsidiary of the transactions contemplated hereby and thereby. Seller acknowledges and agrees that the consent set forth herein is intended and shall constitute such consent of the Seller as may be required (and shall, if applicable, operate as a written shareholder resolution of the Subsidiary) pursuant to the Subsidiary’s Charters, any other agreement in respect of the Subsidiary to which the Seller is a party and all applicable Laws.
SELLER'S CONSENT. The Seller shall have waived the Termination Event that would otherwise have occurred pursuant to the terms of Section 5.1(h) of the Receivables Sale Agreement as a result of the Originator's waiver as set forth in Section 2 of this Amendment.
SELLER'S CONSENT. Seller covenants that it will forever waive any rights under any non-competition, non-disclosure, non-solicitation or similar provisions it has under any employment, non-compete or other arrangements with any of Seller’s former employees who are to be Transferred Employees after the Closing.
SELLER'S CONSENT. Whenever Sellers’ consent or election is required under this Agreement unless expressly provided otherwise, the consent or election of Panther will be sufficient to bind the Sellers.
SELLER'S CONSENT. Seller, as the sole shareholder of the Company, hereby approves, authorizes and consents to the Company’s execution and delivery of this Agreement and the Ancillary Documents, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby. Seller acknowledges and agrees that the consent set forth herein is intended and shall constitute such consent of the Seller as may be required (and shall, if applicable, operate as a written shareholder resolution of the Company) pursuant to the Company Charter, any other agreement in respect of the Company to which the Seller is a party and all applicable Laws.
SELLER'S CONSENT. Seller consents to the assignment of the Purchase Interest described herein. This consent does not release Assignor from any liability or responsibility under the Purchase and Sale Agreement and Assignor shall be liable to Seller for any default or breach of the Purchase and Sale Agreement on the part of Assignee. This consent does not extend to future assignments or other transfers of the Purchase Interest.
SELLER'S CONSENT. Seller covenants that it will forever waive any rights under any non-competition, non-disclosure, non-solicitation or similar provisions it has under any employment, non-compete or other arrangements with any of Seller’s former employees who are to be Transferred Employees after the Closing or otherwise relate to the Acquired Assets. ***Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
SELLER'S CONSENT. Each of the Sellers (other than Xxxx) hereby (i) acknowledges that Xxxx has a financial interest in the Share Issuance and the conversion of the Xxxx Promissory Notes as contemplated by Section 1.2(c)(i), the material facts of which are known to each of the Sellers, and (ii) approves in good faith the Share Issuance and conversion of the Xxxx Promissory Notes, including, without limitation, for purposes of Section 144(a)(2) of the General Corporation Law of the State of Delaware.
SELLER'S CONSENT. Seller hereby acknowledges that it has been informed of and hereby consents to the Common Stock Purchase Agreement, the Loan Agreement, the Lufthansa Technik Warrant, the Lufthansa Technik Registration Rights Agreement, the Shareholders Rights and Voting Agreement and the transactions contemplated by each of the foregoing.
