EXPRESS CONSENT TO FINANCING; OTHER MATTERS Sample Clauses

EXPRESS CONSENT TO FINANCING; OTHER MATTERS. (a) Notwithstanding anything else to the contrary contained in this Company Agreement, each of AGM, the Trust and SRSC expressly consent to the following, which shall require no further consent of the Members:
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EXPRESS CONSENT TO FINANCING; OTHER MATTERS. (a) Notwithstanding anything else to the contrary contained in this Company Agreement, each of AGM, the Trust and SRSC expressly consent to the following, which shall require no further consent of the Members: (i) (A) the Trust's pledge of the AGM Interest to SRSC pursuant to the terms of the SPT Pledge Agreement and the SPT Guaranty, and any rights and proceeds with respect thereto as provided therein, (B) AGM's pledge of its interest in the Trust to SRSC pursuant to the Snake River Pledge Agreement, and any rights and proceeds with respect thereto as provided therein, (C) SRSC's pledge of the SR Interest to the Agent pursuant to the terms of the NWFC Pledge and Security Agreement, and any rights and proceeds with respect thereto as provided therein, (D) the Company's pledge of the Plant Collateral to the Agent pursuant to the terms of certain mortgages, deeds of trust, security agreements and other instruments described in the Note Purchase Agreement, and any rights and proceeds with respect thereto as provided therein, and (E) SRSC's pledge of all of its rights in the SPT Pledge Agreement, the SPT Guaranty and the Snake River Pledge Agreement to the Agent pursuant to the terms of the NWFC Pledge and Security Agreement, and any rights and proceeds with respect thereto as provided therein,; (ii) in connection with and pursuant to the terms of each of the documents, agreements and instruments referenced in Section 6.8(a)(i), (A) any transfer or sale or foreclosure of the SR Interest, or any rights or proceeds with respect thereto, from SRSC to the Agent, (B) any transfer, sale or foreclosure of the AGM Interest from the Trust or AGM's Interest in the Trust, or any rights or proceeds with respect thereto, to SRSC or to the Agent, (C) any transfer, sale or foreclosure of the Plant Collateral, or any rights or proceeds with respect thereto, from the Company to SRSC or to the Agent, and (D) any subsequent transfer, sale or foreclosure of the AGM Interest, the SR Interest and the Plant Collateral, or any rights or proceeds with respect thereto, by the Agent to, or for the benefit of, any Person. Following any such transfer, sale or foreclosure of the AGM Interest or the SR Interest, and upon the receipt by the Company and the Remaining Members of written notice of such transfer pursuant to the provisions of Section 11.2 of the Company Agreement and the information and agreements referred to in Section 11.3.1, 11.3.2 and 11.3.4 of the Company Agreement, the tran...
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Related to EXPRESS CONSENT TO FINANCING; OTHER MATTERS

  • Modifications, Consents and Waivers; Entire Agreement No modification, amendment or waiver of or with respect to any provision of this Loan Agreement, the Promissory Note, the Pledge Agreement, or any of the other Loan Documents, nor consent to any departure from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and signed by the party against whom enforcement thereof is sought. Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on a party in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. This Loan Agreement embodies the entire agreement and understanding between the Lender and the Borrower and supersedes all prior agreements and understandings relating to the subject matter hereof.

  • Financing Matters (a) If any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect to the ABL Priority Collateral consents (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral and (iii) to any “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the First Priority Representative with respect to the ABL Priority Collateral or the other First Priority Secured Parties with respect to the ABL Priority Collateral and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice.

  • With Consent of the Holders (a) The Issuer and the Trustee may amend this Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not:

  • Without Consent of the Holders The Issuer and the Indenture Trustee may amend this Indenture, the Notes or the Security Documents without notice to or consent of any Holder:

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided, that any provision of the Security Documents which imposes additional burdens on the Borrower or its Subsidiaries or further restricts the rights of the Borrower or its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.

  • Conflict with Other Agreements; Amendments As of the date hereof, there are no other agreements entered into between the Securities Intermediary and the Pledgor with respect to any Designated Account or any security entitlements or other financial assets credited thereto (other than standard and customary documentation with respect to the establishment and maintenance of such Designated Accounts). The Securities Intermediary and the Pledgor will not enter into any other agreement with respect to any Designated Account unless the Collateral Agent shall have received prior written notice thereof. The Securities Intermediary and the Pledgor have not and will not enter into any other agreement with respect to (i) creation or perfection of any security interest in or (ii) control of security entitlements maintained in any of the Designated Accounts or purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders with respect to any Account Property held in or credited to any Designated Account as set forth in Section 3 hereof without the prior written consent of the Collateral Agent acting in its sole discretion. In the event of any conflict with respect to control over any Designated Account between this Control Agreement (or any portion hereof) and any other agreement now existing or hereafter entered into, the terms of this Control Agreement shall prevail. No amendment or modification of this Control Agreement or waiver of any rights hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto.

  • Amendments of Constitutive Documents Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws or other constitutive documents other than amendments that could not be reasonably expected to have a Material Adverse Effect.

  • Effect of Other Agreements Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 6 and any employment, severance or change in control agreement between you and the Company or a similar plan or arrangement sponsored or maintained by the Company in which you participate, the terms of such employment, severance or change in control agreement or similar plan or arrangement shall control.

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