The Consent Sample Clauses

The Consent. Except as modified by Section 2.2 below, Grand Court and GFB-AS agree that the First Closing is conditioned upon GFB-AS's receipt of the written (or other mutually agreed) consent of limited partners of each of the Investing Partnerships ("Limited Partners") owning more than 50% of the outstanding limited partnership interests that have been issued by each of the Investing Partnership (the "Consent") to (i) the removal, or the approval of the withdrawal or resignation, of Grand Court as general partner of the Investing Partnerships and managing partner of the respective Owning Partnership, (ii) the admission of GFB-AS as the sole general partner of the Investing Partnerships and the managing partner of the Owning Partnerships, (iii) the amendment of the voting requirements whereby two-thirds of the limited partners in an Investing Partnership can cause a capital transaction (i.e. sale or refinancing) of the Property by its Owning Partnership, (iv) ratification of the Purchase Price (hereinafter defined) allocation, (v) such other amendments as may be agreed to by the Equity Committee (hereinafter defined) and GFB-AS (the "Partnership Amendment" as set forth on Exhibit "H" attached hereto), and (vi) authorization of the Owning Partnerships and Investing Partnerships to agree to limit all of their claims against the Grand Court Bankruptcy Estate to a $5,000,000 unsecured claim and release all other claims against said Estate. The parties acknowledge that one or more of the Properties owned by the Owning Partnerships have been or may be lost through foreclosure prior to the First Closing Date (the Investing Partnership that holds an interest in any such Owning Partnership is hereinafter referred to as a "Foreclosed Partnership"). Notwithstanding anything herein to the contrary, the requirement that the Consent of Foreclosed Partnerships, or any of them, to the transactions contemplated hereby be obtained may be waived by GFB-AS.
Sample 1
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The Consent. Except as modified by Section 2.2 below, Grand Court and Triad agree that the First Closing is conditioned upon Triad's receipt of the written consent of limited partners of each of the Investing Partnerships ("Limited Partners") owning more than 50% of the outstanding limited partnership interests that have been issued by each of the Investing Partnership (the "Consent") to (i) the removal, or the approval of the withdrawal or resignation, of Grand Court as general partner of the Investing Partnerships and managing partner or managing member of the respective Owning Partnership, (ii) the admission of Triad as the sole general partner of the Investing Partnerships and the managing partner or managing member of the Owning Partnerships, (iii) the amendment of the voting requirements whereby two-thirds of the limited partners in an Investing Partnership can cause a sale of the Property by its Owning Partnership, (iv) ratification of the Purchase Price (hereinafter defined) allocation, (v) such other amendments as may be agreed to by the Equity Committee (hereinafter defined) and Triad (the "Partnership Amendment" as set forth on Exhibit "H" attached hereto, and (vi) authorization of the Owning Partnerships and Investing Partnerships to agree to limit all claims against the Grand Court Bankruptcy Estate to a $5,000,000 unsecured claim and release all other claims against said Estate.
Sample 1

Related to The Consent

  • Prior Consent No assignment may be consummated pursuant to this Section 11.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative Borrower and Agent shall not be unreasonably withheld; provided that the consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

  • Reasonable Consent Whenever a Party’s consent or permission is required under this CRADA, its consent or permission will not be unreasonably withheld.

  • Waiver; Consent This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the parties hereto. No waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the party claimed to have given or consented thereto. Except to the extent otherwise agreed in writing, no waiver of any term, condition or other provision of this Agreement, or any breach thereof shall be deemed to be a waiver of any other term, condition or provision or any breach thereof, or any subsequent breach of the same term, condition or provision, nor shall any forbearance to seek a remedy for any noncompliance or breach be deemed to be a waiver of a party’s rights and remedies with respect to such noncompliance or breach.

  • Obtain Consents Without prejudice to Section 2.1 and this Section 9.1, obtain every consent and do all other acts and things which may from time to time be necessary or advisable for the continued due performance of all its and the other Security Parties' respective obligations under this Agreement, under the Note and under the Security Documents;

  • Scope of Consent Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate.

  • Revocation and Effect of Consents and Waivers A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

  • Revocation of Consents Any authorization, approval, consent, license, exemption, filing, registration or notarization or other requirement necessary to enable any Credit Party to comply with any of its obligations under any of the Credit Documents to which it is a party shall have been materially adversely modified, revoked or withheld or shall not remain in full force and effect and within 90 days of the date of its occurrence such event is not remedied to the satisfaction of the Required Lenders and the Required Lenders consider in their sole discretion that such failure is or might be expected to become materially prejudicial to the interests, rights or position of the Agents and the Lenders or any of them; provided that the Borrower shall not be entitled to the aforesaid 90 day period if the modification, revocation or withholding of the authorization, approval or consent is due to an act or omission of any Credit Party and the Required Lenders are satisfied in their sole discretion that the interests of the Agents or the Lenders might reasonably be expected to be materially adversely affected; or

  • Certain Consents To the extent that Seller's rights under any ---------------- agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable good faith efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Seller hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or prior to the Closing Date.

  • Third Party Consent If the obligation of any Party under this Agreement depends on the consent of a third party, such as a vendor or insurance company, and that consent is withheld, the Parties shall use commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of a third party to consent, the Parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner, taking into account the original purposes of the provision in light of the Distribution and communications to affected individuals.

  • Revocation and Effect of Consents, Waivers and Actions Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder's Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Securityholder.

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