Senior Lender's Consent Sample Clauses

Senior Lender's Consent. Purchaser shall have received, if necessary, the written consent of its senior lender to the transactions contemplated hereby.
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Senior Lender's Consent either: each of the senior lenders to the GWA Group as at the date of this agreement (either directly or through a security trustee or agent on their behalf) has confirmed in writing to the relevant member of the GWA Group that: (A) it consents to the transactions contemplated by this agreement; and (B) it will not take any action in respect of any rights it may have under the relevant facility agreement or security documentation that arise as a result of transactions contemplated by this agreement; or the senior debt facility at the GWA Group in existence at the date of this agreement is no longer in force. (e) SA ROFR: either: Australia Eastern Railroad Pty Ltd (formerly QRNational West Pty Ltd) provides a written waiver or release of its rights under the SA ROFR; or at the time that all of the other conditions in this clause 2.1 are satisfied (except for the condition in clause 2.1(h)), Australia Eastern Railroad Pty Ltd does not have, and will not at Completion have, any right to acquire any part of the Sale Interests or otherwise be given any notice under the SA ROFR; For the avoidance of doubt, this condition (e) will not be taken to be breached or not satisfied if an agreement is executed for the acquisition of the Sale Interests by Australia Eastern Railroad Pty Ltd until such agreement is completed; (f) Partnership Restructure: all documents and actions that the MIRA GP regards as reasonably necessary to implement the Partnership Restructure have been approved by the Partnership and the relevant members of the GWA Group and the MIRA GP is authorised to complete the Partnership Restructure pursuant to the Partnership Agreement and the organisational documents of the relevant GWA Group Member; (g) Merger Agreement Conditions: all of the conditions in Section 7.1, 7.2 and 7.3 of the Merger Agreement have been satisfied or waived under the terms of that agreement; and (h) Restructure Finance Facility available: at or prior to the time at which all of the other conditions in this clause 2.1 are satisfied (except for the condition in clause 2.1(e)(ii)), 15
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Senior Lender's Consent. A consent executed by each of the Senior Lenders and the Senior Loan Agent, consenting to the terms of this Amendment and subordinating all of the liens securing the Senior Loan to each Term ORRI.
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Senior Lender's Consent. Any accelerated repayment under Clause 13.2 may be effected only upon a prior consent of the Senior Lenders if and when such consent is required under the Financing Agreements, unless otherwise provided by the Financing Agreements. This Clause 13.3 shall cease to be applicable to the extent that the EBRD Loan and the IMB Loan are no longer outstanding.
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Senior Lender's Consent. Buyer shall obtain any consent required under the Credit Agreement in order to enter into and perform its obligations under this Agreement.
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Senior Lender's Consent. Wherever Senior Lender’s consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Senior Lender in its sole and absolute discretion.
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Related to Senior Lender's Consent

  • Lender's Consent Whenever Lender's consent is required to be obtained under this Agreement, any of the Other Agreements or any of the Security Documents as a condition to any action, inaction, condition or event, Lender shall be authorized to give or withhold such consent in its sole and absolute discretion and to condition its consent upon the giving of additional collateral security for the Obligations, the payment of money or any other matter.

  • Requisite Lenders’ Consent Subject to Section 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders.

  • Required Lenders’ Consent Subject to Section 11.4(b) and Section 11.4(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Administrative Agent and the Required Lenders; provided that (i) the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or the Issuing Bank, (ii) each of the Fee Letter and any Auto Borrow Agreement may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (iii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitments, Loans and/or Letter of Credit Obligations of such Lender may not be increased or extended without the consent of such Lender, (iv) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (v) the Required Lenders shall determine whether or not to allow any Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

  • Affected Lenders’ Consent Without the written consent of each Lender (other than a Defaulting Lender) that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

  • Lender Consent For purposes of determining compliance with the conditions specified in Section 3.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Agreement Effective Date specifying its objection thereto.

  • Conflicts; Consents The execution, delivery and performance by the Company of this Agreement and the Articles and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof does not and will not breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries or (iii) assuming that the representations of the Investors set forth in Article III are correct, any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effect.

  • Lender Consents Without the written consent of each Lender affected thereby, no supplement, amendment, modification, waiver or consent shall: (i) change the currency, outstanding amount (other than the waiver of the Default Margin in the determination of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply to the waiver of any Default or Event of Default, even if the foregoing would have such an effect; (ii) change the Commitment (if any) or Loan Amount of such Lender; (iii) release the Lien on any Collateral other than as expressly contemplated by the terms of this Agreement or any other Transaction Document; (iv) change the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right of such Lender to institute a suit or take other action against the Borrower to collect the indebtedness owed to it pursuant to the provisions of this Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.

  • Consent of Lender Subject to the terms of this Agreement, Lender hereby consents to the Requested Actions. Borrower Parties agree that this Agreement shall not be deemed an agreement by Lender to consent to any other transfer or conveyance of the Project or assumption of the Loan, or a consent to any secondary financing or secondary encumbrance on the Project or New Borrower or any interests in New Borrower.

  • Senior Loan Documents The executed Senior Loan Documents are the same forms as approved by HUD prior to the date of this Agreement. Upon execution and delivery of the Senior Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of the Senior Loan Documents, certified to be true, correct and complete.

  • Consent of Lenders (a) Except as expressly provided herein, the Agent shall have the sole and exclusive right to service, administer and monitor this Agreement, the Loans and the other Transaction Documents, including the right to exercise all rights, remedies, privileges and options under this Agreement and under the other Transaction Documents. Notwithstanding the foregoing, each Lender shall make its own investment decision with regard to this Agreement and the Loans, including the credit judgment with respect to the making of Loans and the determination as to the basis on which and extent to which Loans may be made.

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