Consents and Other Agreements Sample Clauses

Consents and Other Agreements. Each Financing Party hereby consents to the execution, delivery and performance by each of VSC, Assignor and Assignee, respectively, of the VSC Capital Contribution Agreement, the VOC Capital Contribution Agreement and the assignment and assumption set forth in Section B of this Amendment. Notwithstanding any provision to the contrary in any Operative Agreement (including without limitation Section 8.3B(k) and Section 10.1 of the Participation Agreement, and Section 25.1 of the Lease), the parties hereto agree that, from and after the Effective Date, (i) Assignee shall be deemed for all purposes to be the "Lessee" and the "Construction Agent" under the Operative Agreements and shall perform all obligations of the "Lessee" or the "Construction Agent" under each Operative Agreement as though Assignee had executed such Operative Agreement in such capacity and (ii) Assignor shall be deemed for all
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Consents and Other Agreements. Subject to satisfaction of the conditions set forth in Section 3 hereof, Agent and Lessors hereby consent to the consummation of the Duke Transaction upon the terms and conditions set forth in the Duke Transaction Documents (as defined in Section 4.1 hereof), notwithstanding the provisions of Section 6.3 to the Master Lease Agreement limiting the incurring of any Indebtedness, the provisions of Section 6.7 to the Master Lease Agreement limiting creation of any Lien on any of its properties or assets, and the
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Consents and Other Agreements. (a) Notwithstanding anything to the contrary in any Loan Document, if an Event of Default shall have occurred and be continuing, the Collateral Agent shall, notwithstanding the provisions of Section 2.08 and Section 2.11 of the Credit Agreement, apply all or any part of the Collateral and/or net Proceeds (as defined in the Collateral Agreement) thereof and/or any other proceeds realized through the exercise by the Collateral Agent of its remedies under the Loan Documents or as the result of any distributions or other recoveries in any bankruptcy or other insolvency proceeding (after deducting fees and expenses as applicable), whether or not held in any Collateral Account, in payment of the Secured Obligations. The Collateral Agent shall apply any such amounts in the following order: First, to the Collateral Agent and the Administrative Agent to pay incurred and unpaid fees and expenses under the Loan Documents; Second, to the Administrative Agent in respect of Secured Obligations then due and owing to any Revolving Facility Lender and Non-Extending Term Lender and remaining unpaid for application by the Administrative Agent in accordance with the terms of the Credit Agreement; Third, to the Administrative Agent in respect of all Secured Obligations to the Revolving Facility Lenders and Non-Extending Term Lenders (other than those under clause second above) for prepayment of such Secured Obligations in accordance with the terms of the Credit Agreement; and Fourth, to the Administrative Agent in respect of Secured Obligations then due and owing (other than those under clauses second and third above) and remaining unpaid for application by the Administrative Agent in accordance with the terms of the Credit Agreement; Fifth, to the Administrative Agent in respect of all Secured Obligations (other than those under clauses second, third and fourth above) for prepayment of such Secured Obligations in accordance with the terms of the Credit Agreement; and Sixth, any balance of such Proceeds or other amounts remaining after a Discharge of the Secured Obligations shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same and any Collateral remaining after a Discharge of Secured Obligations shall be returned to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. In addition, with respect to any proceeds of Insurance (as defined in the Collateral Agreement) received by the Collateral Agent, (x) if...
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Consents and Other Agreements. The Consents and other agreements and transactions described in Section 6.2(f) of the Company Disclosure Schedule shall have been received and/or consummated, as applicable in form and substance reasonably satisfactory to Newco.
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Consents and Other Agreements. Subject to satisfaction of the conditions set forth in Section 3 hereof, Agent and Lessors hereby consent to the consummation of the Sxxxxx Sale Transaction upon the terms and conditions set forth in the Sxxxxx Sale Transaction Documents (as defined in Section 4.1 hereof), notwithstanding the provisions of Section 6.8 to the Master Lease Agreement, provided, that Lessee shall at all times be in compliance with the terms of the Credit Agreement, including but not limited to the terms of Section 6.8, as modified pursuant to this Consent and subject to Agent’s continuing lien until released as described in such Section 6.8.
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Consents and Other Agreements. (a) Agent and Lenders hereby consent to Borrower’s creation of Buyer to consummate the Groundmasters Acquisition. Furthermore, Agent and Lenders hereby consent to the Groundmasters Acquisition on the terms set forth in the Groundmasters Acquisition Agreement and, notwithstanding any requirement contained in the definition of “Permitted Acquisition,” as such term is defined in the Credit Agreement, Agent and Lenders hereby agree that the Groundmasters Acquisition shall be deemed to be a Permitted Acquisition.
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Consents and Other Agreements. Subject to the conditions to effectiveness set forth in Section 3 below, and effective only upon the occurrence of the Effective Date (in each case, with such further adjustments as necessary as a result of “market flex”):
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Consents and Other Agreements 
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Related to Consents and Other Agreements

  • Agreements and Other Documents As of the Closing Date, each Credit Party has provided to Agent or its counsel, on behalf of Lenders, accurate and complete copies of all of the following agreements or documents to which it is subject and each of which is listed in Disclosure Schedule 3.22: equipment supply and maintenance contracts, giving rise to rental and/or service income in excess of $1,000,000 per annum; supply agreements and purchase agreements not terminable by such Credit Party within 60 days following written notice issued by such Credit Party and involving transactions in excess of $1,000,000 per annum; leases of Equipment having a remaining term of one year or longer and requiring aggregate rental and other payments in excess of $1,000,000 per annum; licenses and permits held by the Credit Parties, the absence of which could be reasonably likely to have a Material Adverse Effect; instruments and documents evidencing any Indebtedness or Guaranteed Indebtedness of such Credit Party and any Lien granted by such Credit Party with respect thereto; and instruments and agreements evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Credit Party.

  • Contracts and Other Agreements Property Manager shall maintain at the Records Office one original (or a copy, if no original is available) of all contracts, occupancy leases, lease abstracts, tenant income certifications, equipment leases, maintenance agreements and all other agreements relating to the Property.

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Conflicting Agreements and Other Matters Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

  • Governmental and Other Consents No consent, approval or authorization of, or declaration or filing with, any governmental authority or other person is required on the part of Buyer in connection with the execution, delivery and performance of this Agreement by it or the consummation of the transactions contemplated hereby.

  • Indebtedness and Other Contracts Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(s), has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

  • Compliance with Law and Other Agreements The Company shall maintain its business operations and property owned or used in connection therewith in compliance with (a) all applicable federal, state and local laws, regulations and ordinances governing such business operations and the use and ownership of such property, and (b) all agreements, licenses, franchises, indentures and mortgages to which the Company is a party or by which the Company or any of its properties is bound. Without limiting the foregoing, the Company shall pay all of its indebtedness promptly in accordance with the terms thereof.

  • Voting Rights and Other Actions 14 SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters..................14 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters........................15 SECTION 4.3. Restrictions on Certificateholder's Power..........................................15 SECTION 4.4. Rights of Note Insurer.............................................................15

  • Compliance with Laws and Other Instruments Except for those that would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport have been and are being conducted in accordance with all applicable Laws and Orders. Except as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor any PRC Company has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree is a party or by which any of the Acquiree’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

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