ACKNOWLEDGMENT AND CONSENT Sample Clauses

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.
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ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, acknowledges that, contemporaneously herewith or at any time hereafter, the Initial Purchaser is assigning or will assign to XXX, pursuant to the XXX Agreement, one or more undivided interests in all of the Initial Purchaser's rights, title and interest in, to and under the Purchased Assets, this Agreement and all of the other Transaction Documents. KBK, individually and as initial Servicer, hereby consents to such assignments, including, without limitation, the assignment by the Initial Purchaser to XXX of (i) the right of the Initial Purchaser, at any time, to enforce this Agreement against KBK and the obligations of KBK thereunder, (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or thereunder to the same extent as the Initial Purchaser may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties are third party beneficiaries of the rights of the Initial Purchaser arising hereunder and under the other Transaction Documents to which KBK is a party.
ACKNOWLEDGMENT AND CONSENT. Each Subsidiary Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Letter of Credit Agreement and this Amendment and consents to the amendment of the Letter of Credit Agreement effected pursuant to this Amendment. Each Subsidiary Guarantor hereby confirms that each Financing Agreement to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Financing Agreements the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing Agreements to which is a party (in each case as such terms are defined in the Letter of Credit Agreement). Each Subsidiary Guarantor acknowledges and agrees that any of the Financing Agreements to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Subsidiary Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Financing Agreements to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.
ACKNOWLEDGMENT AND CONSENT. You acknowledge that the restrictions contained in this Agreement, including but not limited to those contained in Sections 6 and 7, are fair, reasonable and necessary for the protection of the legitimate business interests of the Company, and that the Company will suffer irreparable harm in the event of any actual or threatened breach by you. You therefore consent to the entry of a restraining order, preliminary injunction, or other court order to enforce this Agreement and expressly waive any security that might otherwise be required in connection with such relief. You also agree that any request for such relief by the Company shall be in addition to and without prejudice to any claim or monetary damages which the Company might elect to assert.
ACKNOWLEDGMENT AND CONSENT. The Borrower and RUS each acknowledge that FFB has described to it the rounding methodology employed by FFB in calculating the amount of accrued interest owed at any time on the Bond, and the Borrower and RUS each consent to this methodology.
ACKNOWLEDGMENT AND CONSENT. (a) Each Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.
ACKNOWLEDGMENT AND CONSENT. The Administrative Agent shall have received an Acknowledgment and Consent, substantially in the form of Exhibit A hereto, duly executed and delivered by each Guarantor.
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ACKNOWLEDGMENT AND CONSENT. Notwithstanding the provisions of Sections 1.3(b)(ii) and 6.8 of the Credit Agreement and the terms of the Intercreditor Agreement, Agent and Lenders hereby consent to the Wholesale Business Sale pursuant to the Asset Purchase Agreement (it being understood that any amendments or modifications to the Asset Purchase Agreement following the effectiveness of this Amendment that in the reasonable discretion of the Agent could adversely affect any of the rights or remedies of the Agent or any Lender must be acceptable to the Agent in its sole discretion) for an aggregate purchase price (the “Purchase Price”) of (i) not less than $27,000,000 in cash, plus (ii) not less than $11,000,000 for the accounts receivable of the Wholesale Business, provided that: (a) Borrowers may use the Escrow Amount, plus up to $10,000,000 of the Net Proceeds from the Wholesale Business Sale to prepay the Supplemental Real Estate Facility (without penalty or premium) in an amount that would result in the remaining outstanding principal amount of the Supplemental Real Estate Facility being no less than $10,000,000 (the “SREF Prepayment ”), (b) the remaining amount of the Net Proceeds from the Wholesale Business Sale after payment of the SREF Prepayment (the “Diverted Amount”) shall be deposited in the Diversion Account, (c) upon satisfaction of the conditions set forth in Section 11 of this Amendment, the Diverted Amount shall be used to repay the outstanding Revolving Loans (and not the Term Loan) in full in cash in accordance with Section 1.10 of the Credit Agreement (including the payment, if any, of LIBOR funding breakage costs in accordance with Section 1.13(b) of the Credit Agreement), and (d) to the extent the Revolving Loans have been paid in full in cash, the remaining amount of the Diverted Amount shall remain in the Diversion Account in accordance with the Credit Agreement. In addition, Agent and Lenders hereby acknowledge and agree that the sale of the Wholesale Business as contemplated by the Asset Purchase Agreement shall be free and clear of all existing and future liens, claims and encumbrances of Agent and Lenders, and Agent and Lenders hereby agree that upon payment by C&S to the Seller Companies of the Purchase Price Agent and Lenders shall release any and all liens, claims or encumbrances any of them has or may have on the assets being transferred pursuant to the Asset Purchase Agreement. With respect to the provisions of the foregoing sentence only, C&S shall be de...
ACKNOWLEDGMENT AND CONSENT. You acknowledge that Canada, and any of its contractors or agents, may collect, use, and retain your personal information directly from you, or indirectly from a third party. Your personal information will only be used for the purpose of administering your Financial Assistance under the MSFAA-Canada, and administering and enforcing the CSFAA or CSLA. Your personal information may be shared with the federal government, provincial/territorial governments, the National Student Loans Service Centre, the Canada Apprentice Loan Service Centre, the Canada Revenue Agency, consumer credit grantors, credit bureaus, credit reporting agencies, educational institutions, lenders, employers, any person or business with whom you have or may have had financial dealings, and your financial institution(s) to directly or indirectly collect, retain, use, and exchange among themselves any personal information for the purpose of carrying out their duties under the federal act(s) and regulation(s) and/or the applicable provincial act(s) and regulation(s) relating to student and/or apprentice financial assistance, as well as for administration, enforcement, debt collection, audit, and verification activities of the CSFA Program. Your personal information may also be used and/or disclosed for the purposes of policy analysis, research, and/or evaluation purposes. Your personal information may also be disclosed to Statistics Canada for statistical and research purposes. However, these additional uses and/or disclosures of your personal information will never result in an administrative decision being made about you. Where your consent is required by law to permit the direct or indirect collection, retention, use or disclosure of personal information, by clicking on the “I accept” button at the end of this MSFAA you provide your consent.
ACKNOWLEDGMENT AND CONSENT. You acknowledge that Canada, and any of its contractors or agents, may collect, use, and retain your personal information directly from you, or indirectly from a third party. Your personal information will only be used for the purpose of administering your Financial Assistance under the MSFAA-Canada, and administering and enforcing the CSFAA or CSLA. Your personal information may be exchanged with and disclosed to Ontario, financial institutions, lenders, educational institutions, employers, credit bureaus and Canada Revenue Agency. The collection, use, exchange and disclosure will be undertaken as required and in compliance with the Privacy Act, and Part 4 of the Department of Employment and Social Development Act. Where your consent is required by law to permit the direct or indirect collection, retention, use or disclosure of personal information, by clicking on the “I accept” button at the end of this MSFAA you provide your consent.
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