Common use of Limited Consent Clause in Contracts

Limited Consent. At the request of and as an accommodation to the Borrowers, subject to the terms and conditions set forth herein, including, without limitation, the terms set forth in Section 9, Agent and the Lenders constituting not less than Required Lenders, (a) consent to the merger of Merger Sub with and into Mohawk upon the consummation of the Merger, (b) notwithstanding the restrictions on Change in Control under Section 5.6 of the Credit Agreement, hereby consent to any Change in Control that may arise as a result of New Borrower’s acquisition of 100% of the outstanding equity interests of Mohawk pursuant to the Merger Agreement and (c) consent to the joinder of the New Borrower to the Credit Agreement. The consent set forth in this Section 2 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (1) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or of any other Financing Document; (2) prejudice any right that Agent or the Lenders have or may have in the future under or in connection with the Credit Agreement or any other Financing Document; (3) constitute a consent to or waiver of any past, present or future Default or Event of Default or other violation of any provisions of the Credit Agreement or any other Financing Documents, (4) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit or (5) establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent or any Lender, on the other hand.

Limited Consent. At the request of and as an accommodation to the Borrowers, subject to the terms and conditions set forth hereinsatisfaction of the conditions, including, without limitation, the terms conditions set forth in Section 9, Agent and in accordance with the terms set forth in this Agreement, Lenders constituting not less than Required Lenders, hereby consent to (a) consent to the merger of Merger Sub with New Borrower entering into the Truweo Acquisition Agreement and into Mohawk upon the consummation of the Merger, Truweo Acquisition in accordance with the terms of the Truweo Acquisition Agreement and (b) notwithstanding the restrictions on Change in Control under Section 5.6 incurrence of the Credit Agreement, hereby consent to any Change Indebtedness under the Truweo Seller Note in Control that may arise as a result of New Borrower’s acquisition of 100% accordance with the terms thereof and the terms of the outstanding equity interests of Mohawk pursuant to the Merger Agreement and (c) consent to the joinder of the New Borrower to the Credit Truweo Subordination Agreement. The consent consents set forth in this Section 2 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (1) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or of any other Financing Loan Document; (2) prejudice any right that Agent or the Lenders have or may have in the future under or in connection with the Credit Agreement or any other Financing Loan Document; (3) constitute a consent to or waiver of any past, present or future Default or Event of Default or other violation of any provisions of the Credit Agreement or any other Financing Loan Documents, (4) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit or (5) establish a custom or course of dealing among any of the Credit PartiesBorrowers, on the one hand, or Agent or any Lender, on the other hand.

Limited Consent. At the request of and as an accommodation to the Borrowers, subject Subject to the terms and conditions set forth herein, including, without limitation, the terms set forth in Section 9, Collateral Agent and the Required Lenders constituting not less than Required Lenders, (a) hereby consent to the merger execution of Merger Sub the Asset Purchase Agreement and the performance by Borrower of its obligations thereunder in accordance with the terms thereof and into Mohawk upon the consummation of the Mergertransactions described therein and agrees that in each case, (b) notwithstanding that the restrictions on Change in Control under Section 5.6 execution and, as applicable, the performance of the Credit Agreement, hereby consent to any Change in Control that may arise as a result of New Borrower’s acquisition obligations under and in accordance with the terms of 100% such agreements shall not, in and of itself, constitute an “Event of Default” under the outstanding equity interests of Mohawk pursuant to the Merger Agreement and (c) consent to the joinder of the New Borrower to the Credit Loan Agreement. The consent set forth in this Section 2 is and the amendments set forth in Section 3 below, are effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (1i) be a consent to any other amendment, waiver or modification of any other term or condition of the Credit Loan Agreement or of any other Financing Loan Document; (2ii) prejudice any right that Collateral Agent or the Lenders have or may have in the future under or in connection with the Credit Loan Agreement or any other Financing Loan Document; (3iii) constitute a consent to or waiver of any past, present or future Default or Event of Default or other violation of any provisions of the Credit Loan Agreement or any other Financing Loan Documents, (4iv) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit or (5vi) establish a custom or course of dealing among any of the Credit PartiesBorrower, on the one hand, or and Collateral Agent or any Lender, on the other hand.

Limited Consent. At the request of and as an accommodation to the Borrowers, subject to the terms and conditions set forth hereinsatisfaction of the conditions, including, without limitation, the terms conditions set forth in Section 9, and in accordance with the terms set forth in this Agreement, Agent and the Lenders constituting not less than each Required Lenders, Lender hereby consents to (a) consent to the merger of Merger Sub with New Borrower entering into the Truweo Acquisition Agreement and into Mohawk upon the consummation of the Merger, Truweo Acquisition in accordance with the terms of the Truweo Acquisition Agreement and (b) notwithstanding the restrictions on Change incurrence of Subordinated Debt under the Truweo Seller Note in Control under Section 5.6 accordance with the terms thereof and the terms of the Credit Agreement, hereby consent to any Change in Control that may arise as a result of New Borrower’s acquisition of 100% of the outstanding equity interests of Mohawk pursuant to the Merger Agreement and (c) consent to the joinder of the New Borrower to the Credit Truweo Subordination Agreement. The consent consents set forth in this Section 2 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (1) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or of any other Financing Document; (2) prejudice any right that Agent or the Lenders have or may have in the future under or in connection with the Credit Agreement or any other Financing Document; (3) constitute a consent to or waiver of any past, present or future Default or Event of Default or other violation of any provisions of the Credit Agreement or any other Financing Documents, (4) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit or (5) establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent or any Lender, on the other hand.