Conditional Consent. Without otherwise limiting the criteria upon which Lessor may withhold its consent to any proposed Transfer, if Lessor withholds its consent where the proposed Transferee’s net worth (according to generally accepted accounting principles) is less than Fifty Million Dollars ($50,000,000) (the “Net Worth Standard”), such withholding of consent shall be presumptively reasonable. Notwithstanding anything in this Lease to the contrary, a Permitted Transfer shall not require the consent of Lessor, but shall be subject to the Net Worth Standard. It shall also be presumptively reasonable for Lessor to require, as a condition to its consent that:
Conditional Consent. F.Y.I. has, pursuant to a letter dated June 21, 2001 from Xxxxx X. Xxxxxxx, Executive Vice President and Chief Financial Officer of F.Y.I., to Xxxx X. Xxxxx, Senior Vice President of the Administrative Agent (the “Asset Disposition Letter”) informed the Administrative Agent and the Lenders that it intends to dispose of the assets and/or stock of the Subsidiaries listed on Schedule 1 hereto (each an “Asset Disposition” and collectively the “Asset Dispositions”), which Asset Dispositions would exceed the $250,000 annual cap on Net Proceeds from asset dispositions to unaffiliated entities set forth in Section 9.8(b) of the Credit Agreement (the “Asset Disposition Covenant”). In connection therewith, F.Y.I. has requested that the Administrative Agent and the Required Lenders consent to the Asset Dispositions and that the Administrative Agent release any Subsidiaries listed on Schedule 1 hereto whose stock has been sold and/or who have been dissolved (the “Released Subsidiaries”) from the Master Guaranty and from the Security Agreements (if and to the extent that the Released Subsidiaries are party to any of the Security Agreements). Subject to the satisfaction of the conditions set forth in the proviso at the end of this Section 2.5 and the conditions set forth in Section 3.1 below, the Administrative Agent and the undersigned Lenders (which Lenders constitute Required Lenders) hereby consent to the Asset Dispositions and, concurrently with the consummation (if any) of the Asset Dispositions, the Administrative Agent agrees to release the Released Subsidiaries from the Security Documents to which such Subsidiaries are parties (the “Releases”); provided, however, that the consent to the Asset Dispositions and the Releases are subject to the satisfaction of the condition precedents that (i) the Asset Dispositions shall be consummated on or before August 30, 2001 and (ii) the aggregate value of assets and stock disposed of in connection with the Asset Dispositions shall not exceed $80,000,000.
Conditional Consent. The City consents to the inclusion of the Additional Property to the Park, subject to the following conditions: (a) the commitment of the Company in the fee in lieu of tax agreement to make, or cause to be made, an investment of at least $24 Million Dollars; (b) the condition that the special source revenue credits for infrastructure in the fee in lieu of tax agreement (the “Credits”) shall be equal to 35% of the first 10 (ten) annual fee in lieu of tax payments made with respect to the Project, such Credit to be applied on a pro-rata basis to proportionally reduce the portion of the annual fee in lieu of tax payments received by taxing authorities with jurisdiction over the Additional Property; (c) there being a 30-year fee in lieu of tax agreement with respect to the Project, with the fee in lieu of tax payments being calculated using an assessment ratio of six percent (6%) and a fixed millage rate (the “Fee Agreement”); (d) the City receiving from the County in each year the Fee Agreement is in place a distribution of the fee in lieu of tax payments paid in connection with the Additional Property and all property located thereon, including the Project, based on the percentage that the City’s millage bears to the total millage applicable to the Additional Property for the applicable tax year; (e) that neither the percentage amount nor the duration of the Credits granted to the Company by the County shall be increased without the consent of the City; and (f) if the Additional Property is sold, leased, or otherwise transacted by transfer of an ownership interest to a third party that is not a corporate affiliate of the Company, then the City shall have the unilateral right to require the removal of the Additional Property from the Park upon 30 days written notice to the County and the Company, after which time the County will take such action as is required to remove the Additional Property from the Park.
Conditional Consent. The Board hereby consents to the Project subject to (a) review and written approval of the Project Plans by the Association's architect/engineer, and (b) Owner's full and timely compliance with all of the terms and conditions of this Agreement.
Conditional Consent. Any consent by Landlord to any assignment ------------------- or subletting may be subject to such terms and conditions as Landlord shall determine and all such terms and conditions shall be binding upon any person holding by, under or through Tenant.
Conditional Consent. Subject to Section 2.3 (Conditions) and Section 4.1 (Conditions Precedent), the Lenders party hereto consent to the following transfers and withdrawals from the Collection Accounts:
Conditional Consent. Effective solely upon satisfaction of each of the conditions precedent set forth in Section 4 below, the Administrative Agent and the Lenders hereby consent to the consummation of that certain acquisition (the “New Permitted Acquisition”) by Holdings of all of the equity interests of a target (the “New Target”) previously disclosed to the Administrative Agent and Lenders in writing. Except for the foregoing consent and the amendments to the Credit Agreement contained in Section 3 below, nothing contained herein shall constitute or be deemed to be a waiver of, or consent to any departure from any other term or provision in the Credit Agreement or any other Loan Document, each of which shall continue unmodified and in full force and effect, nor shall the foregoing consent constitute a course of dealing among the parties; provided, however, that if (i) any representation or warranty herein proves to be untrue in any material respect or (ii) the Loan Parties fail to join the New Target as a Borrower under the Credit Agreement within the timeframe set forth in Section 6 below (subject to any extension of the applicable timeframe consented to by the Administrative Agent in its sole discretion) and fulfill the other conditions subsequent set forth in Section 6 below, then the consent set forth in this Section 2 shall automatically and without further action be rendered null and void ab initio.
Conditional Consent. Without otherwise limiting the criteria upon ------------------- which Lessor may withhold its consent to any proposed Transfer, if Lessor withholds its consent where the proposed Transferee's net worth (according to generally accepted accounting principles) is less than the greater of: (A) the net worth of Lessee immediately prior to the Transfer; or (B) the net worth of Lessee at the time this Lease is executed, such withholding of consent shall be presumptively reasonable. It shall also be presumptively reasonable for Lessor to require, as a condition to its consent that:
Conditional Consent. Conditioned on, subject to, and only after, the prior (or contemporaneous) satisfaction (or waiver by CRSEF in writing in its sole discretion) of all of the Consent Conditions (in each case in form and substance satisfactory to CRSEF in its sole discretion) on or before the earlier of (x) the Closing Time and (y) August 31, 2023 (such earlier date, the “Condition Satisfaction Deadline”), CRSEF (i) acknowledges, agrees and consents to Complete Solar’s entry into the Agreement and the other documents contemplated thereby and, effective upon the Closing Time, agrees and consents to the consummation of the Transaction by Complete Solar, including the performance by Complete Solar of its obligations and agreements thereunder or other actions taken in connection therewith; (ii) forever waives any right to notice of the Transaction it may have under the Carlyle Board Observer Agreement, Carlyle Warrant Agreement and LLCA; and (iii) forever waives any event of default, right to terminate or right to exercise any other remedy under the LLCA to the extent solely triggered by the Transaction or right to object to the Transaction; in each case (i)-(iii), to the extent the foregoing may be required under the
Conditional Consent. Subject to the terms and conditions set forth herein, effective as of April 19, 2020, CIT hereby consents to the incurrence of and, so long as no default or event of default under the Agreement or any related document shall have occurred and be continuing on the date of such payment or would result therefrom, the making of any payments on the PPP Loan. This Consent shall automatically be rescinded with the same effect as if it were never provided upon the occurrence of any of the following: (a) Borrower shall have failed to request to have forgiven, and to have complied with all requirements relating to such request, the maximum amount of any principal and accrued interest that is eligible for forgiveness under the Act and the SBA’s rules for the PPP Loan (to the extent such amounts are not permitted under the Agreement absent this Consent); (b) any proceeds of the PPP Loan are used for a purpose other than one permitted under the Act and the SBA’s rules for the PPP; (c) the amount of the PPP Loan exceeds the amount that Borrower is entitled to borrow under the Act or the SBA’s rules for the PPP and Borrower does not promptly repay those amounts upon receiving notice thereof; (d) the PPP Loan shall at any time and for any reason cease to be unsecured or 100% guaranteed by the SBA; (e) any representation, warranty, certification or statement made or deemed made by or on behalf of Borrower herein or in any application submitted for the PPP Loan, or any documentation provided by Borrower to CIT in connection therewith, shall be incorrect, false or misleading in any material respect when made or deemed made; or (f) there shall occur a default or event of default under any note or other agreement evidencing the PPP Loan (the “PPP Loan Documents”). Upon rescission of this Consent, all defaults and/or events of default that would have arisen absent this Consent as a result of the PPP Loan shall be deemed to have occurred under the Agreement on the date the PPP Loan was made and be continuing.
