Consent to Sale. Borrower has requested that Lender consent to the sale of Borrower's "Maiden Plant" located in Maiden, North Carolina (the "Maiden Plant"). By its signature below, Lender hereby consents to the sale of the Maiden Plant by the Borrower, provided that the net proceeds of such sale are remitted to Lender as a mandatory prepayment of the Revolving Advances. Borrower and Lender hereby agree that for purposes of calculating EBITDA under the Credit Agreement, impairment and restructuring costs of the Maiden Plant closing as reflected on the Borrower's income statements in accordance with GAAP are considered extraordinary costs.
Consent to Sale. Notwithstanding anything to the contrary set forth in the Second Lien Credit Agreement, the Second Lien Lenders and the Second Lien Administrative Agent hereby consent to the sale (the "Sale") of all of the issued and outstanding stock of Sierra Medical Management, Inc. ("SMM"), Sierra Primary Care Medical Group, A Medical Corporation ("Sierra"), Antelope Valley Medical Associates, Inc. ("Antelope Valley") and Pegasus Medical Group, Inc. ("Pegasus") to Greater Midwest ("Greater Midwest") and Sierra Medical Group Holding Company, Inc. ("Heritage PC", together with Greater Midwest, the "Buyers") and waive any Event of Default (including, without limitation, any Change of Control) that would otherwise be caused by the consummation of the Sale, subject to the satisfaction of each of the conditions precedent set forth below and in Section 4:
Consent to Sale. Until March 12, 2000, and subject to the provisions of Section 2.3 hereof, each of the Securityholders hereby irrevocably agrees that such Securityholder shall not vote or permit to be voted any Securities having voting rights that are owned by such Securityholder or over which such Securityholder has voting control, and shall use such Securityholder's best efforts to cause such Securityholder's designees as directors not to vote, in favor of any sale of Holding or its business (whether by merger, consolidation, sale of all or substantially all of the assets or capital stock of Holding and/or one or more of its Subsidiaries, or otherwise), if the proposed sale has not been previously approved in writing by the Majority AGI Holders, the Majority Heritage Holders and the Majority Klearfold Holders.
Consent to Sale. Each Borrower may sell or enter into any agreement to sell or otherwise dispose of its Mortgaged Ship without the prior written consent of the Agent or the other Creditors, if such Borrower delivers to the Agent evidence satisfactory to the Agent (acting on the instructions of the Majority Banks) that such sale is or will be for the full value of such Mortgaged Ship to an arm’s length purchaser and is for payment in cash and provided further that no Event of Default has occurred and is continuing or will, on completion of such sale, have occurred and be continuing, and the Agent (acting on the instructions of the Majority Banks) is satisfied that on or immediately after the delivery of such Mortgaged Ship to the relevant purchaser, the net sale proceeds of such Mortgaged Ship will be not less than the full amount payable to the Creditors upon completion of such sale pursuant to this clause 4.3 and any other amounts payable under clause 4.4.
Consent to Sale. Subject to the terms and conditions herein, CenCor hereby (a) consents to the sale (the "Michigan Sale") of the real property located in Warren, Michigan (the "Michigan Property"), owned by Concorde Career Colleges, Inc.; (b) waives any restrictions set forth in Section 7.1 or elsewhere in the Agreement with respect thereto; and (c) agrees to release its mortgage with respect to the Michigan Property and any other Liens it has related thereto in connection with the closing of the Michigan Sale. In the event the Michigan Property is sold prior to Closing, fifty percent (50%) of the proceeds, net of brokerage commissions, costs of sale, and taxes (the "Michigan Allocated Proceeds"), shall be applied to the retirement of Class A Preferred Stock or the Class A-1 Preferred Stock, whichever is then outstanding. Promptly upon the receipt of the Michigan Allocated Proceeds, Concorde shall redeem that number of whole shares of Class A Preferred Stock, or Class A-1 Preferred Stock, held by CenCor (or its assigns) equal to the amount of such Michigan Allocated Proceeds divided by the Redemption Price. Any Allocated Proceeds remaining that would have been applied but for the requirement that only whole shares be redeemed, shall be retained by Concorde and aggregated with subsequently received Allocated Proceeds for future Redemptions/Retirements. (a) Following the Redemption of all outstanding shares of Class A Preferred Stock or Class A-1 Preferred Stock, Concorde shall pay any remaining Michigan Allocated Proceeds to CenCor with respect to the Debenture, pursuant to the terms of the Agreement, first to be applied to the payment of any then accrued but unpaid interest on the Debenture and next to the principal amount of the Debenture. (b) Except as otherwise provided for in this Section 3.5, the date of Redemption or Retirement with respect to any Michigan Allocated Proceeds shall not occur prior to three (3) business days from the date of the receipt of good funds with respect to the Michigan Allocated Proceeds received by Concorde. Notwithstanding anything herein to the contrary, Concorde shall have no obligation to effect a Redemption or Retirement unless and until its receipt of Michigan Allocated Proceeds
Consent to Sale. Subject to the satisfaction of the conditions contained in Section3 hereof, the Lenders, the Fronting Banks, and the Administrative Agent consent to the Sale and to release the Administrative Agent's liens on the Breeze Assets so long as (a) the Net Cash Proceeds received by the Borrowers in connection with the Sale (the "Sale Proceeds") are not less than $45,000,000, (b) all documents (the "Sale Documents") relating to the Sale, including, but not limited to any fairness opinions issued in connection with the Sale, shall be in form and substance satisfactory to the Administrative Agent, (c) all Sale Proceeds shall be applied immediately upon receipt first, to pay in full the principal of the Term Loan and second, to prepay the Revolving Credit Loans, DM Eurocurrency Loans or DM Overdraft Advances, and (d) the Sale Proceeds are received not later than July 11, 2001. The Borrowers, the Lenders, the Fronting Banks, and the Administrative Agent hereby agree that upon the consummation of the Sale the Total Revolving Credit Commitment shall be reduced to $161,000,000 whereupon the Revolving Credit Commitments of the Lenders shall be reduced pro rata on such date in accordance with their respective Commitment Percentages. The Lenders and the Fronting Banks authorize the Administrative Agent to enter into appropriate release documents necessary in order to release the Administrative Agent's liens on the Breeze Assets.
Consent to Sale. Banks hereby consent to Guarantor's sale of the stock of MOS pursuant to the Stock Purchase Agreement, and Banks agree to release their security interest in the assets of MOS, so long as Banks receive, in cash, or immediately available funds, the $500,000 payable to Guarantor under the Consulting Agreement and the net proceeds to be received by Guarantor under the Stock Purchase Agreement, in no event to be less than SIX MILLION THREE HUNDRED EIGHTEEN THOUSAND SEVEN HUNDRED FORTY-TWO DOLLARS ($6,318,742) ("Net Proceeds").
Consent to Sale. Xxxxxxx acknowledges and agrees that she has received adequate notice of the proposed Transfer (as defined in the Stockholder’s Agreement) of the Purchased Shares pursuant to and in accordance with the terms of this Agreement in full and complete satisfaction of Sellers’ obligations to provide such notice thereof under the Stockholder’s Agreement, and, conditional upon the occurrence of Closing, does hereby knowingly, voluntarily, unconditionally and irrevocably waive all right of first refusal, right of first offer and other preemptive rights she may have under Article IV of the Stockholder’s Agreement with respect to the Purchased Shares and the transactions contemplated by this Agreement.
Consent to Sale. The Lender agrees that, notwithstanding any contrary provision contained in the Lender Documents, the Company may sell and assign the Purchased Accounts to CIT and further agrees that such sale and assignment shall not constitute a default or event of default by the Company under the Lender Documents or any related agreement or instrument. CIT confirms that no assignment, notice of assignment or notice of lien applicable to the monies assigned to the Lender under this Agreement has been filed with CIT by any person, firm or corporation.
Consent to Sale. Lender is willing to consent to sale of the Pxxxx Assets on the condition that (a) 100% of the net proceeds from the sale of the Pxxxx Assets (including, without limitation, all Pxxxx Royalty Payments) (the “Pxxxx Net Proceeds”) are paid to Lender, (b) the proceeds are used to pay down the Revolving Loans (which amounts may be readvanced on the terms and conditions set forth in the Loan Agreement, as amended hereby).
