Distributions and Consents Sample Clauses

Distributions and Consents. In making the distributions to the Agents provided for in Article II hereof and to the extent such distributions are entitled to the benefits of this Agreement, the Pari Passu Collateral Agent shall rely upon information supplied to it by each Authorized Representative with respect to the amounts of Pari Passu Obligations owing to the Pari Passu Secured Parties represented by such Authorized Representative. Each Authorized Representative hereby agrees, on three (3) Business Days’ telephonic, telecopy, email or similar notice from the Pari Passu Collateral Agent, to deliver to the Pari Passu Collateral Agent in writing, including by facsimile, a statement of the outstanding balance of the Pari Passu Obligations, if any, owing to such Pari Passu Secured Parties represented by such Authorized Representative as of the date or dates specified in such notice; provided, however, that if an Authorized Representative shall fail or refuse to provide the requested information within such time period, the Pari Passu Collateral Agent shall be entitled to rely on the written direction of the Controlling Party, and the Controlling Party may make any such determination or not make any determination, by such method as the Controlling Party may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. The Pari Passu Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made in accordance with the provisions of this Section 3.8 (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any Pari Passu Secured Party or any other person as a result of such determination in the absence of the Pari Passu Collateral Agent’s gross negligence or willful misconduct.
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Distributions and Consents. In making the distributions to the Lenders provided for in Section 3 hereof, the Distribution Agent may rely upon information available to it or supplied by each Lender to it with respect to the amount and composition (i.e., as to principal and other amounts) of the Obligations owing to each Lender, and the Distribution Agent shall have no liability to any Lender for actions taken in reliance on such information in the absence of its gross negligence or willful misconduct. Each of the Lenders hereby agrees, on two business days’ telephonic, telegraphic, telexed, overnight courier or similar notice from the Distribution Agent, to confirm to the Distribution Agent in writing, including by telecopy of a signed confirmation or by telex, the outstanding balance of the Obligations, if any (and, if requested by the Distribution Agent, itemized as to principal, reimbursement obligations, interest, fees, premiums and other amounts, if any), owing to such Lender as of the date or dates specified in such notice.
Sample 1
Distributions and Consents. Each of the Senior Lenders hereby agrees, on five business days' notice from any Senior Lender, to confirm to all Senior Lenders in writing the outstanding balance of the Senior Indebtedness (itemized as to principal, interest, fees and other amounts, if any), owing to such Senior Lender as of the date of such notice.
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Distributions and Consents. In making the distributions to the Creditors provided for in Section 3 hereof, the Distribution Agent may rely upon information available to it or supplied by each Creditor to it with respect to the amount and composition (i.e., as to principal and other amounts) of the Obligations owing to each Creditor, and the Distribution Agent shall have no liability to any Creditor for actions taken in reliance on such information in the absence of its gross negligence or willful misconduct. Each of the Creditors hereby agrees, on two business days’ telephonic, telegraphic, telexed, overnight courier or similar notice from the Distribution Agent, to confirm to the Distribution Agent in writing, including by telecopy of a signed confirmation or by telex, the outstanding balance of the Obligations, if any (and, if requested by the Distribution Agent, itemized as to principal, reimbursement obligations, interest, fees, premiums and other amounts, if any), owing to such Creditor as of the date or dates specified in such notice. In the event of any distribution to any Creditor in lawful currency of any other jurisdiction (the “Other Currency”) than the currency of the jurisdiction in which such Obligations are payable (the “Contractual Currency”) shall constitute a discharge of such Creditor’s Obligations only to the extent of the amount of the Contractual Currency which such Creditor could purchase in the London foreign exchange markets with the amount of the Other Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first day (other than a Saturday) on which banks in London are generally open for business following receipt of the payment first referred to above.
Sample 1
Distributions and Consents. In making any distributions to the Agents for payment in accordance with Article VI hereof, the Specified Mexico Collateral Agent shall rely upon information supplied to it by each Agent with respect to the amounts of Specified Mexico Collateral Obligations owing to the Specified Mexico Collateral Claimholders represented by such Agent; provided that until the Discharge of ABL Obligations, any such distributions shall be made to DIP ABL Agent or such other ABL Agent as may be specified by DIP ABL Agent. Each Agent hereby agrees, on three Business Days' telecopy, e-mail or similar written notice from the Specified Mexico Collateral Agent, to deliver to the Specified Mexico Collateral Agent in writing, including by facsimile or other electronic transmission, a statement of the outstanding balance of the Specified Mexico Collateral Obligations, if any, owing to such Specified Mexico Collateral Claimholders represented by such Agent as of the date or dates specified in such notice. The Specified Mexico Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made in accordance with the provisions of this Section 8.8 (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any Specified Mexico Collateral Claimholder or any other Person as a result of such determination taken in good faith in the absence of the Specified Mexico Collateral Agent's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable order.
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Distributions and Consents. In making the distributions to the Lenders provided for in Section 4, the Collateral Agent may rely upon information available to it or supplied by each Lender to it with respect to the amount of Secured Obligations owing to each Lender, and the Collateral Agent shall have no liability to any Lender for actions taken in reliance on such information in the absence of its gross negligence or willful misconduct. Each of the Lenders hereby agrees, on two business days' telephonic, telecopy or similar notice from the Collateral Agent, to confirm to the Collateral Agent in writing, including by telecopy of a signed confirmation, the outstanding balance of the Secured Obligations, if any (and, if requested by the Collateral Agent, itemized as to principal, interest, fees, Make-Whole Amount, premiums and other amounts, if any), owing to such Lender as of the date or dates specified in such notice.
Sample 1
Distributions and Consents. In making the distributions to the Lenders provided for in Section 3 hereof, the Distribution Agent may rely upon information available to it or supplied by the 2004 Agent, the 2009 Agent, each Noteholder, each Additional Primary Senior Debt Agent or each Additional Primary Senior Debt Holder to it with respect to the amount of Guarantied Obligations owing to each Lender, and the Distribution Agent shall have no liability to any Lender for actions taken in reliance on such information in the absence of its gross negligence or willful misconduct. The 2004 Agent, the 2009 Agent, each Noteholder, each Additional Primary Senior Debt Agent and each Additional Primary Senior Debt Holder hereby agrees, on two business days’ telephonic, telegraphic, telexed or similar notice from the Distribution Agent, to confirm to the Distribution Agent in writing, including by telecopy of a signed confirmation or by telex, the outstanding balance of the Guarantied Obligations, if any (and, if requested by the Distribution Agent, itemized as to principal, interest, fees, premiums and other amounts, if any), owing to the Banks, such Noteholder, such Additional Primary Senior Debt Holder or such Additional Primary Senior Debt Agent and the applicable holders of Additional Primary Senior Debt, as the case may be, as of the date or dates specified in such notice.
Sample 1
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Distributions and Consents. In making the distributions to the Agents provided for in Article II hereof and to the extent such distributions are entitled to the benefits of this Agreement, the Pari Passu Collateral Agent shall rely upon information supplied to it by each Authorized Representative with respect to the amounts of Pari Passu Obligations owing to the Pari Passu Secured Parties represented by such Authorized Representative, and the Pari Passu Collateral Agent shall have no liability to any Pari Passu Secured Party for actions taken in good faith reliance on such information in the absence of the Pari Passu Collateral Agent’s gross negligence or willful misconduct. Each Authorized Representative hereby agrees, on two Business Days’ telephonic, telecopy, e-mail or similar notice from the Pari Passu Collateral Agent, to deliver to the Pari Passu Collateral Agent in writing, including by telecopy or e-mail, a statement of the outstanding balance of the Pari Passu Obligations, if any, owing to such Pari Passu Secured Parties represented by such Authorized Representative as of the date or dates specified in such notice.
Sample 1
Distributions and Consents. In making the distributions to the Lenders provided for in Section 5 hereof, the Distribution Agent may rely upon information available to it or supplied by each Lender to it with respect to the amount of Noteholder Obligations or Bank Obligations owing to each Lender, and the Distribution Agent shall have no liability to any Lender for actions taken in reliance on such information in the absence of its gross negligence or willful misconduct. Each of the Lenders hereby agrees, on two (2) Business Days' telephonic, telegraphic, telexed or similar notice from the Distribution Agent, to confirm to the Distribution Agent in writing, including by telecopy of a signed confirmation or by telex, the outstanding balance of the Noteholder Obligations or Bank Obligations, if any (and, if requested by the Distribution Agent, itemized as to principal, interest, fees, premiums and other amounts, if any), owing to such Lender as of the date or dates specified in such notice.
Sample 1

Related to Distributions and Consents

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Filings and Consents As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.

  • Agreements and consents The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.

  • Authorization and Consents All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Security Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

  • Amendments and Consents This Agreement may be modified or amended only by the Member.

  • Required Filings and Consents None of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Articles of Merger as required by the VBCA, (b) the Company Shareholder Approval, (c) compliance with any applicable requirements of the HSR Act, (d) the approval of each of the Vermont Public Service Board (the “VPSB”), the Federal Energy Regulatory Commission (the “FERC”), the Federal Communications Commission (the “FCC”) and the Nuclear Regulatory Commission (the “NRC”) (the approvals described in clauses (c) and (d), together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental Approvals”), (e) compliance with the applicable requirements of the Exchange Act, (f) filings as may be required under the rules and regulations of the New York Stock Exchange, (g) the notification of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, and (h) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

  • Procedures for Actions and Consents of Partners The actions requiring Consent of any Partner or Partners pursuant to this Agreement, including Section 7.3 hereof, or otherwise pursuant to applicable law, are subject to the procedures set forth in this Article 14.

  • Acknowledgements and Consents Each of the parties hereby acknowledges and consents to the following:

  • LICENCES AND CONSENTS 6.1 The Company has all necessary licences, consents, permits and authorities necessary to carry on its business in the places and in the manner in which its business is now carried on, all of which are valid and subsisting.

  • Governmental Filings and Consents All material governmental filings, consents, orders and approvals legally required to be filed or made by the Company for the consummation of the transactions contemplated hereby shall have been made or obtained and shall be in full force and effect.

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