Consent of Buyer Clause Samples
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Consent of Buyer. During the Interim Period, the Violet Parties may request Buyer’s consent (which shall not be unreasonably withheld, conditioned or delayed) to any of the actions or transactions that would otherwise be prohibited under Paragraph 8.1 (Interim Management) above, by delivering a written notice to such effect to Buyer’s Chief Financial Officer (or such other individual as the Buyer may designate in writing after the date hereof). Buyer’s consent shall be considered as validly given only if given in writing.
Consent of Buyer. Buyer concurrently consents to Seller’s entry into the Settlement Agreement subject to the provisions of Sections 5 and 6 to the Acknowledgment and Consent Agreement dated as of the date hereof (the “Acknowledgment and Consent”) between, among others, Buyer and Seller and Buyer’s consent includes consent to the consummation of the transactions expressly provided in the Settlement Agreement, in particular, (a) completing all the Transfers in accordance with the terms of the Settlement Agreement and the Settlement Procedures, (b) executing and delivering all of the guarantees, indemnities and pledge agreements expressly provided for in the Settlement Agreement (other than the guarantees and indemnities referred to in clause (c) herein), and (c) subject to obtaining Buyer’s prior written approval (which approval shall not be unreasonably withheld), executing all guarantees, indemnities and other mortgage loan modifications that may be required from time to time to be executed by Seller and/or its subsidiaries in order to facilitate obtaining all consents and approvals from all third party mortgage lenders with respect to the Transfers; provided, however, under no circumstances shall any of the guarantees and indemnities referred to in clause (c) above be executed by KBS Acquisition, KBS Acquisition Sub-1 LLC or any of the subsidiaries of KBS Acquisition Sub-1 LLC. Buyer further acknowledges and agrees that all transactions referred to above in this Section 3 are expressly approved by Buyer and do not violate the terms and conditions of the Repurchase Agreement.
Consent of Buyer. Seller shall not voluntarily compromise, settle or adjust any amount payable by reason of any Casualty Defect without first obtaining the written consent of Buyer.
Consent of Buyer. 5.2.1 Notwithstanding Section 5.1, from the Closing Date until such time as all of the Post-Closing Consents are received and the Seller is recognized as the legal and beneficial owner of the Project Assets, and subject to the terms of the Closing Escrow Agreement, Seller shall not, without the written consent of Buyer, which consent shall not be unreasonably withheld or delayed by Buyer:
(a) make any commitment or propose, initiate or authorize any capital expenditure with respect to the Project Assets of which Seller’s share is in excess of $[***], except in case of an emergency;
(b) surrender or abandon any of the Project Assets;
(c) amend or terminate any Material Contract or enter into any material new agreement relating to the Project Assets; or
(d) sell, encumber or otherwise dispose of any of the Project Assets.