Xxxxxxx Consent. Lessee shall not enter into a Sublet without Lessor’s prior written consent, which consent shall not be unreasonably withheld. Any attempted or purported Sublet without Lessor’s prior written consent shall be void and confer no rights upon any third person. In determining whether or not to consent to a proposed Sublet, Lessor may consider the following factors, among others, all of which shall be deemed reasonable; (i) whether the proposed Sublessee has the financial wherewithal to pay the rent as established in the sublease as reasonably determined by Lessor at the time Lessor’s Consent is requested; (ii) whether the proposed use of the Premises by the proposed Sublessee is consistent with the permitted use for the Premises set forth in Paragraph 6 of this Lease; (iii) whether the experience and business reputation of the proposed Sublessee is equal to or greater than that of Lessee; (iv) whether the rent payable by the Sublessee under the proposed Sublet is set below the current fair market sublease rent for the subleased Premises as a subterfuge to avoid paying to Lessor its share of the profit on such transaction; and (v) whether Lessor’s consent will result in a breach of any other lease or agreement to which Lessor is a party affecting the Building. Each Sublessee shall agree in writing, for the benefit of Lessor, to assume, to be bound by, and to perform the terms and conditions and covenants of this Lease to be performed by Lessee. Notwithstanding anything contained herein, Lessee shall not be released from liability for the performance of each term, condition and covenant of this Lease by reason of Lessor’s consent to a Sublet unless Lessor specifically grants such release in writing. Consent by Lessor to any Sublet shall not be deemed a consent to any subsequent Sublet. Lessee shall reimburse Lessor for all reasonable costs and attorneys’ fees incurred by Lessor in connection with the evaluation, processing and/or documentation of any requested Sublet, whether or not Lessor’s consent is granted, in an amount not to exceed One Thousand Dollars ($1,000.00) per request. Lessor’s reasonable costs shall include the cost of any review or investigation by Lessor of any hazardous or toxic materials which may be used, stored, or disposed of at the Premises by the Sublessee, including fees paid to consultants hired to perform such review or investigation.
Xxxxxxx Consent. Lessor hereby consents to the assignment of the Assignor’s interest in the Lease to Assignee. This Consent is a consent only to such direct assignment from Assignor to Assignee and is not a consent to, nor a waiver of, any requirement to obtain Xxxxxx's consent to any other or further assignment of the Lessee’s interest in the Lease. It is expressly agreed that this Consent shall not affect any duty, obligation or liability imposed on Lessee under the Lease.
Xxxxxxx Consent. Subject to the satisfaction of the conditions precedent set forth inss.4 hereof, the Consignor hereby consents to the execution and delivery by the Consignee of Amendment No. 3 to the Amended and Restated Credit Agreement dated as of March 28, 1995, among the Consignee, the Parent, the Dollar Agent and the lenders under the Dollar Facility, such Amendment No. 3 being in substantially the form attached hereto as Exhibit A.
Xxxxxxx Consent. As a partner in Clearview, Xxxxxxx shall have consented in writing to each of the New LP Asset Transfer, Clearview Distribution Agreement and FLP Contribution Agreement (collectively, the “Xxxxxxx Consents”). ARTICLE II.
Xxxxxxx Consent. Lessor may consent or withhold consent, to a proposed sublet, assignment, or transfer, in Xxxxxx’s sole and absolute discretion.
Xxxxxxx Consent. Subject to the terms and conditions of this Amendment (including, without limitation, Section 8 hereof):
(a) Notwithstanding the terms of Section 12(g) (Use of Proceeds), Section 13(b) (Indebtedness), Section 13(d) (Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business) and Section 13(f) (Investments; Loans; Transfers) of the Loan Agreement, provided that no Default or Event of Default exists prior to and immediately following the Xxxxxxxx Purchase, the Lenders hereby consent to (i) the formation of the New Borrower, (ii) consummation of the Xxxxxxxx Purchase in accordance with the terms of the Xxxxxxxx Purchase Agreement; (iii) the use of proceeds of the Revolving Loans in an amount not to exceed $17,000,000 on the Tenth Amendment Effective Date for purposes of completing the Xxxxxxxx Purchase; and (iv) the incurrence of the indebtedness by AMCON represented by the Xxxxxxxx Seller Note.
(b) The foregoing consents are expressly limited to the specific transactions described above in this Section 3, and shall not be deemed or otherwise construed to constitute a consent to any other transaction, whether or not similar to the transaction described above in this 3
Xxxxxxx Consent. Subject to the satisfaction of each of the conditions to effectiveness set forth in Section 2 of this Amendment, notwithstanding anything to the contrary set forth in the Credit Agreement or any other Loan Document, the Administrative Agent and the Required Lenders hereby consent to the Corporate Restructuring Request.
Xxxxxxx Consent. Xxxxxxx shall have signed a consent and acknowledgement of this Amendment in form and substance reasonably acceptable to Bank.
Xxxxxxx Consent. Neither Lessee nor any buyer or purchaser may hypothecate, transfer, sublease, encumber and/or assign this Lease and leasehold estate, in whole or in part, by any deed of trust without first obtaining the written consent of Lessor in advance, and any attempted or purported hypothecation, transfer, sublease, encumbrance, and/or assignment of this Lease by deed of trust (or otherwise) without such written consent shall be null and void and shall constitute a breach of this Lease.
Xxxxxxx Consent. Pledge to Support Mexican Tax Assessment (2013).
(a) Borrower has informed Administrative Agent and Lenders that to support surety bonds or other requirements regarding the Mexican Tax Assessment (2013) it intends to (i) pledge certain fixed Mexican assets of Calavo Mexico and (ii) (x) pledge cash, (y) letters of credit issued under the Credit Agreement, or (z) provide an intercompany loan to or an investment in Calavo Mexico so that Calavo Mexico can pledge cash to satisfy the Mexican Tax Assessment (2013); provided that, the aggregate amount under this clause (ii) shall not exceed $13,000,000 (“Requested Pledge/Transfer”). As the Requested Pledge/Transfer is not permitted under Section 7.01 or Section 7.03 of the Credit Agreement, Borrower has requested that Administrative Agent and Lenders provide their written consent thereto.
(b) Administrative Agent and Lenders hereby consent to the Requested Pledge/Transfer so long as (i) at the time of the making of the Requested Pledge/Transfer, no Default exists or will exist as a result thereof, (ii) the Requested Pledge/Transfer does not occur before June 1, 2022, and (iii) the Requested Pledge/Transfer occurs no later than April 30, 2023.
(c) The foregoing consent is a one-time consent and applies only to the specified circumstances and does not modify or otherwise affect the Loan Parties’ obligations to comply with such applicable provisions of the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document in any other instance. The agreements and consent set forth in this Section 3 are limited to the extent specifically set forth above and no other terms, covenants or provisions of the Loan Documents are intended to be affected hereby.
