Consent and Agreements Sample Clauses
The 'Consent and Agreements' clause establishes that all parties involved must provide their explicit approval and acceptance of the terms outlined in the contract. In practice, this clause may require signatures, written confirmations, or other forms of acknowledgment to demonstrate that each party has agreed to the obligations and rights specified. Its core function is to ensure that all parties are legally bound by the agreement, thereby preventing disputes over whether valid consent was given and promoting mutual understanding of contractual commitments.
Consent and Agreements. (a) Subject to the terms and conditions of this Consent, the Contracting Party acknowledges and consents to the assignment as collateral security to the Agent, for the benefit of the Secured Parties, of the Assigned Interests. The Contracting Party further acknowledges the right of Agent or any designee of Agent, in exercise of Agent’s rights and remedies as a secured creditor of Borrower, to make all demands, give all notices, take all actions and exercise all rights of Borrower under the Contract.
(b) The Agent shall be entitled (but not obligated) to cure any defaults of the Borrower under the Contract in accordance with the provisions hereof. Upon receipt by the Contracting Party of written notice from the Agent, the Contracting Party agrees to (i) accept such cure by the Agent and, subject to the terms and conditions of the Contract and cure of such defaults, to render to the Secured Parties all performance due by it under the Contract and this Consent, and (ii) act solely on the instructions of the Agent, not the Borrower, with respect to the exercise of the Borrower’s rights under the relevant Contract. The Contracting Party agrees to make all payments to be made by it under the Contract directly to the Agent for the benefit of the Secured Parties upon receipt of the Agent’s written instructions to do so and any such payments made to the Agent by the Contracting Party shall be deemed to have been made by the Contracting Party in fulfillment of the Contracting Party’s obligations to the Borrower under the Contract.
(c) In all cases except as provided in the Contract or required by law, and in accordance with Section 1(e) hereof, the Contracting Party will not, without the prior written consent of the Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the Contract or suspend performance of its services thereunder, or consent to or accept any cancellation, termination or suspension thereof by the Borrower, (ii) amend the Contract [NOTE: Exceptions will be limited to Change Orders otherwise permitted under the Agreement], or (iii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its rights, title or interest in the Contract. The Borrower agrees to deliver copies of all notices of default, notices of the suspension of performance by Contracting Party, notices of force majeure or requests for change orders delivered by Contracting Party to Borrower under or pursuant to the Contract to the Agent...
Consent and Agreements. Lender shall have received each fully executed Consent and Agreement.
Consent and Agreements. A Consent and Agreement in respect of each Project Document, in each case duly executed by the Company and each of the other parties to such Project Document.
Consent and Agreements. The Consenting Party hereby confirms to and with the Assignee that, notwithstanding anything to the contrary in the Assigned Agreement:
(a) The Consenting Party consents to and approves the assignment of the Assigned Agreement pursuant to the Security Agreement (i) to the Assignee as collateral security for the due performance and observance of each and every agreement, covenant and obligation of the Assignor under the Loan Agreement and every other document and instrument executed and delivered pursuant thereto or in connection therewith and (ii) to any nominee or transferee of, or successor to, the Assignee, provided that such nominee, transferee or successor assumes all obligations of the Assignee thereunder.
(b) Assignee shall not be liable for the performance or observance of any of the obligations or duties of the Assignor under the Assigned Agreement, nor shall the assignment thereof give rise to any duties or obligations whatsoever on the part of the Assignee owing to the Consenting Party except that, insofar as the Assignee exercises any of its rights under the Assigned Agreement or makes any claims with respect to any payments, deliveries, or other obligations under the Assigned Agreement, the terms and conditions of the Assigned Agreement otherwise applicable in respect of such rights being exercised or such claims being made shall apply to, and be binding upon, the Assignee to the same extent as they would otherwise apply to, and be binding upon, the Assignor.
(c) The Consenting Party agrees to provide to the Assignee copies of any notice sent by the Consenting Party pursuant to the Assigned Agreement or this Consent to Assignment contemporaneously with sending such notice.
(d) After the delivery by the Assignee to the Consenting Party of notice stating that an Event of Default under the Loan Agreement has occurred and is continuing, the Assignee, or any nominee, transferee or successor of the Assignee, shall be entitled (but shall not have the obligation) to assume, acquire and/or foreclose on the Assignor’s right, title and interest in and to the Assigned Agreement and in connection thereunder in the place and stead of the Assignor, subject to paragraph (b) above, to exercise any and all rights of the Assignor under the Assigned Agreement in accordance with the terms thereof. If the Assignee does not assume, acquire or foreclose on the Assigned Agreement, Assignee shall not have any liabilities, duties or obligations to the Consenting Party u...
Consent and Agreements. Subject to the terms and conditions of this Consent, the Contracting Party acknowledges and consents to the assignment as collateral security to the Agent, for the benefit of the Secured Parties, of the Assigned Interests. The Contracting Party further acknowledges the right of Agent or any designee of Agent, in exercise of Agent’s rights and remedies as a secured creditor of Borrower, to make all demands, give all notices, take all actions and exercise all rights of Borrower under the Contract.
Consent and Agreements. (a) Effective as of the Effective Date (as defined below), and subject to the terms and conditions set forth herein, Agent and each Lender hereby consent to the ▇▇▇▇▇▇ Creek Sale and Leaseback pursuant to the Contract of Sale, Lease Agreement and related documents attached hereto as Exhibit “B” upon the terms and subject to the conditions set forth therein; provided that anything to the contrary contained in the Credit Agreement notwithstanding (including in Section 2.4(d) of the Credit Agreement), Agent, each Lender and each Borrower hereby agree that the Net Cash Proceeds of the ▇▇▇▇▇▇ Creek Sale and Leaseback shall be used to immediately prepay the Advances (without a commensurate permanent reduction of the Maximum Revolver Amount in an equivalent amount). Borrowers acknowledge and agree that it shall constitute an immediate Event of Default if Borrowers fail to perform or comply with their agreement set forth in the foregoing proviso.
(b) In the event the Existing ▇▇▇▇▇▇ Creek Mortgage (as defined below) is replaced by the New ▇▇▇▇▇▇ Creek Mortgage (as defined below) on Buca 2’s leasehold interest in the ▇▇▇▇▇▇ Creek Sale and Leaseback Property, Agent hereby agrees to release the Existing ▇▇▇▇▇▇ Creek Mortgage on the date of consummation of the ▇▇▇▇▇▇ Creek Sale and Leaseback (provided, however, that any such release shall be without any recourse, representation, or warranty whatsoever, and shall be subject to delivery of the relevant items contemplated Section 3(f) so as to provide a perfected first priority Lien (subject to Permitted Liens) in favor of Agent for the benefit of the Lender Group in Buca 2’s leasehold interest in the ▇▇▇▇▇▇ Creek Sale and Leaseback Property upon the date of consummation of the ▇▇▇▇▇▇ Creek Sale and Leaseback), and each Lender hereby consents to such release.
(c) In the event the Existing ▇▇▇▇▇▇ Creek Mortgage is amended in order to subject thereto, in lieu of Buca 2’s fee interest in the ▇▇▇▇▇▇ Creek Sale and Leaseback Property, Buca 2’s leasehold interest in the ▇▇▇▇▇▇ Creek Sale and Leaseback Property, Agent hereby agrees to execute an amendment to the Existing ▇▇▇▇▇▇ Creek Mortgage (in form and substance satisfactory to Agent and as further described in Section 3(f)(i)(B)) on the date of consummation of the ▇▇▇▇▇▇ Creek Sale and Leaseback, and each Lender hereby consents to such amendment.
(d) In the event Agent has received evidence reasonably satisfactory to it that Borrowers are unable to deliver the items set for...
Consent and Agreements. The Century-ML Consent and Agreement executed by the parties thereto.