Consent and Amendments Clause Samples
The Consent and Amendments clause establishes the requirement that any changes to the agreement must be formally approved by all relevant parties. Typically, this means that modifications, waivers, or additions to the contract are only valid if made in writing and signed by each party involved. This clause ensures that no party can unilaterally alter the terms, thereby protecting all parties from unauthorized or informal changes and maintaining the integrity and clarity of the agreement.
Consent and Amendments. (a) The Required Lenders hereby consent to the amendment of the Intercreditor Agreement pursuant to an amendment substantially in the form attached hereto as Exhibit D.
(b) The Borrowers and the Required Lenders hereby agree that, upon the Forbearance Agreement, Consent and Amendment Effective Date, the Existing Facility Agreement is amended as follows:
(i) Schedule 1.01(a) (Commitments) is hereby deleted in its entirety and replaced with a revised Schedule 1.01(a) (Commitments) attached as Exhibit A to the Forbearance Agreement, Consent and Amendment.
(ii) Section 1.01 of the Existing Facility Agreement is hereby amended by adding the following defined terms in the appropriate alphabetical order:
Consent and Amendments. Upon the later to occur of (x) the effectiveness of this Amendment in accordance with Section 2 below and (y) the expiration of the existing Interest Period of the Borrower based on LIBOR (May 31, 2023), the Borrower and the Credit Facility Agent hereby consent and agree that the Credit Facility Agreement is hereby amended to delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and to add the blue double-underlined text or green underlined text (indicated textually as the following examples: double-underlined text and underlined text), as set forth in the pages of the Credit Facility Agreement attached as Exhibit A hereto.
Consent and Amendments. (a) The Standby Lenders hereby consent to the amendment and restatement of Schedules 5.13 and 7.02 of the Credit Agreement described in Section 3 of the US Amendment, and the Standby Lenders acknowledge that such amendment and restatement is effective pursuant to Section 2(a)(i) of the Agreement as an amendment of Sections 5.13 and 7.02 of the Credit Agreement as incorporated in the Agreement.
(b) Section 4.1(a) of the Standby Security Agreement is hereby amended to read as follows:
(a) keep all the Inventory (other than inventory sold in the ordinary course of business or inventory in transit in the ordinary course of business to or between the locations of the Grantor specified in Item A of Schedule I or to purchasers of such inventory) at the places therefor specified in Section 3.1 and the office(s) where it keeps its records concerning the Inventory located at the addresses set forth on Item B of Schedule I or at such other places in a jurisdiction where all representations and warranties set forth in Article III (including Section 3.5) shall be true and correct, and all action required pursuant to Section 4.5 shall have been taken with respect to the Inventory, and to deliver not more than thirty days after the end of each fiscal quarter a report in form and substance satisfactory to the Collateral Agent which discloses the locations of all places where Inventory is stored; and"
Consent and Amendments. Subject to the satisfaction of the conditions set forth in Section 5,
(a) You consent to the Conversion.
(b) As the context may require, all references in the Agreement and the Notes to "Diamond Walnut Growers, Inc., a California corporation" and similar phrases are hereby amended to be references instead to "Diamond Foods, Inc., a Delaware corporation" and correlative phrases.
(c) Section 5.1 of the Agreement is hereby amended in its entirety to read as follows:
Consent and Amendments. Effective as of the Effective Date, and in reliance on the representations and warranties of the Obligors in Section 4 below:
Consent and Amendments. 3.1 Pursuant to Clause 23.1 (Required consents) of the RSA, the Issuer and the Ad-Hoc Group agree that with effect from the Effective Date, the RSA shall be amended as follows:
(a) Paragraph (a)(ii) of Clause 10.1 (Support for the Restructuring) shall be deleted in its entirety and shall be replaced as follows:
(ii) execute and deliver the Restructuring Documents (as applicable) and all ancillary documents, notices, confirmations and consents relating thereto, in each case that are in a form agreed between the Company and the Ad-Hoc Group’s Counsel, and the Company, the Ad-Hoc Group’s Counsel and the Tranche B Provider in respect of the Restructuring Documents, ancillary documents, notices, confirmations and consents to which the Tranche B Provider will be party;”
(b) a new paragraph (c) shall be added to Clause 15.5 (Termination by an individual Participating Creditor) as follows:
(c) This Agreement may be terminated by a Participating Creditor in respect of itself if any of the conditions to accession in the Accession Letter of such Participating Creditor are not met.”
Consent and Amendments. Subject only to the satisfaction of the conditions precedent set forth in Section 2 hereof: a. The Agent and Lender each hereby: (i) consents to the consummation of the Senior Notes Refinancing through the issuance of the Subordinated Notes; (ii) waives any right to participate in the EXHIBIT 4.7
Consent and Amendments