ISSUER’S CONSENT Sample Clauses

ISSUER’S CONSENT. The City of Wichita, Kansas (the “Issuer”), as Issuer under a Lease dated as of December 1, 2006, with Old Town Lodging, LLC, a Kansas limited liability company (the “Tenant”), as amended and supplemented by the First Amendment to Lease between the same parties (as supplemented and amended, the “Lease”) covering the land, buildings, and certain other improvements and property described on Schedule I attached hereto (the “Project”), hereby consents to the foregoing Assignment of Lease and Related Documents by the Tenant to Ashford Wichita LP, a Delaware limited partnership (the “Assignee”), of all of the Tenant’s rights, title and interest in the Lease (including, without limitation, any and all rights or interests of Tenant in or to the Project, or any part thereof or interest therein, arising under the Lease) and the Related Documents on and subject to the conditions contained in the Lease and the Related Documents described in the foregoing Assignment of Lease and Related Documents, said consent being authorized by Resolution No. of the Issuer. In addition, the Issuer hereby consents to the execution and delivery of the following documents between the following parties: (A) a Lease Agreement between Assignee, as lessor, and Ashford TRS Wichita Licensee LLC, a Kansas limited liability company, as lessee, and (B) an Addendum to Hotel Master Management Agreement between Ashford TRS Corporation, a Delaware corporation, as lessee, Ashford TRS Wichita Licensee LLC, as new lessee, and Remington Lodging & Hospitality, LLC, a Delaware limited liability company, as manager, said consent being authorized by Resolution No. of the Issuer. Further, the Issuer hereby waives any restrictions upon the transfer, sale, assignment, and hypothecation of the Subordinated Taxable Industrial Revenue Bonds, Series VI-B, 2006 (Old Town Lodging, LLC), which remain outstanding in the aggregate principal amount of $885,000 (the “Series B Bonds”), imposed in Section 6(C) of the Bond Purchase Agreement dated December 28, 2006, between the Issuer and Tenant, and consents to the transfer, sale, and assignment of the Series B Bonds from Xxxxx Fargo Bank, National Association, a national banking association, to Assignee, and the subsequent collateral assignment of the Series B Bonds by Assignee in favor of Xxxxxx Xxxxxxx Bank, N.A., a national banking association, said waiver and consent being authorized by Resolution No. of the Issuer. The Issuer confirms that as of the Effective Date (a...
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ISSUER’S CONSENT. Each of the Guarantors that is an Issuer and each of the other Issuers signing below to consent to this section agree as follows: (a) Issuers consent to this Pledge Agreement, (b) Issuers will not issue any further shares, partnership interests, units, or equity ownership of any kind, without the prior written consent of Administrative Agent, and (c) Issuers will not permit the transfer of record ownership of any shares, partnership interests, units, or equity ownership of any kind, including transfer of any uncertificated securities, without the prior written consent of Administrative Agent. In witness whereof, the undersigned has caused this Pledge Agreement to be duly executed and delivered as of the date first above written. LOMAK PETROLEUM, INC. By: ____________________________ John X. Xxxxxxxxx, Xxesident LPI OPERATING COMPANY By: ____________________________ John X. Xxxxxxxxx, Xxesident LOMAK ENERGY COMPANY By: ____________________________ John X. Xxxxxxxxx, Xxesident LOMAK GATHERING & PROCESSING COMPANY By: ____________________________ John X. Xxxxxxxxx, Xxesident LOMAK GAS COMPANY By: ____________________________ John X. Xxxxxxxxx, Xxesident LOMAK OPERATING COMPANY By: ____________________________ John X. Xxxxxxxxx, Xxesident LOMAK PRODUCTION COMPANY By: ____________________________ John X. Xxxxxxxxx, Xxesident LOMAK RESOURCES COMPANY By: ____________________________ John X. Xxxxxxxxx, Xxesident Consent of other Issuers to Section 7.16: BUFFALO OILFIELD SERVICES, INC. By: ____________________________ John X. Xxxxxxxxx, Xxesident LPI ACQUISITION, INC. By: ____________________________ John X. Xxxxxxxxx, Xxesident LOMAK ENERGY SERVICES COMPANY By: ____________________________ John X. Xxxxxxxxx, Xxesident LOMAK RESOURCES, L.L.C. By: Lomak Production Company, member By: ____________________________ John X. Xxxxxxxxx, Xxesident COMPLIANCE CERTIFICATE-Page 22 95 LOMAK OFFSHORE, L.P., By: LPI Operating Company, General Partner By: ____________________________ John X. Xxxxxxxxx, Xxesident LOMAK PIPELINE SYSTEMS, L.P., By: Lomak Gathering & Processing Company, General Partner By: ____________________________ John X. Xxxxxxxxx, Xxesident LOMAK PRODUCTION I, L.P., By: Lomak Production Company, General Partner By: ____________________________ John X. Xxxxxxxxx, Xxesident SCHEDULES AND EXHIBITS: ----------------------- Schedule 1 - Addresses, Jurisdictions, and Offices Schedule 2 - Pledged Stock and Pledged Notes Schedule 3 - Perfection of Security Interests Ex...
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Related to ISSUER’S CONSENT

  • Additional Guarantors; Release of Guarantors SECTION 5.11 OF THE CREDIT AGREEMENT PROVIDES THAT CERTAIN SUBSIDIARIES MUST BECOME GUARANTORS BY, AMONG OTHER THINGS, EXECUTING AND DELIVERING TO AGENT A COPY OF THIS GUARANTY. ANY SUBSIDIARY WHICH EXECUTES AND DELIVERS TO THE AGENT THIS GUARANTY SHALL BE A GUARANTOR FOR ALL PURPOSES HEREUNDER. UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN SECTION 5.10 OF THE CREDIT AGREEMENT, CERTAIN SUBSIDIARIES MAY OBTAIN FROM THE AGENT A WRITTEN RELEASE FROM THIS GUARANTY PURSUANT TO THE PROVISIONS OF SUCH SECTION, AND UPON OBTAINING SUCH WRITTEN RELEASE, ANY SUCH SUBSIDIARY SHALL NO LONGER BE A GUARANTOR HEREUNDER. EACH OTHER GUARANTOR CONSENTS AND AGREES TO ANY SUCH RELEASE AND AGREES THAT NO SUCH RELEASE SHALL AFFECT ITS OBLIGATIONS HEREUNDER.

  • Consent of Guarantors Each of the Guarantors shall have executed and delivered to the Agent the Consent.

  • Consent of the Guarantors Each Guarantor hereby consents, acknowledges and agrees to the amendments and other matters set forth herein and hereby confirms and ratifies in all respects the Guaranty to which it is a party (including without limitation the continuation of each Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments, waivers and consents contemplated hereby) and the enforceability of the applicable Guaranty against the applicable Guarantor in accordance with its terms.

  • Release of Subsidiary Guarantees Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

  • Consent of Guarantor Each Guarantor shall execute the Consent of Guarantor set forth below.

  • GUARANTOR'S AUTHORIZATION TO LENDER Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor’s liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.

  • Covenant to Comply with Applicable Laws Upon Repurchase of Notes In connection with any repurchase offer, the Company will, if required:

  • Authorization of the Indenture The Indenture has been duly authorized by the Company and duly qualified under the 1939 Act and, when duly executed and delivered by the Company and the Trustee, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

  • Release of Subsidiary Guarantors from Guarantee (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.

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