PNC Consent Sample Clauses

PNC Consent. The Vendors shall have obtained the consent of PNC Bank, NA to the change of control of DLCM and DLCT arising as a result of the DLC Reorganization and the completion of the transactions contemplated hereby within 60 days of the Effective Time.
Sample 1
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PNC Consent. Any provision of the Reimbursement Agreement to the contrary notwithstanding, PNC's execution and delivery of this Agreement constitutes its consent to the consummation of the transactions contemplated herein, and any default or event of default under the Reimbursement Agreement caused solely by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder are hereby waived. Other than the foregoing waiver, PNC expressly retains all rights and remedies under the Reimbursement Agreement. In addition to the foregoing, PNC Bank hereby consents to the termination of the Liens on the Borrowers' assets in favor of Wells Fargo Bank Northwest, National Association (as collateral agexx xxr, INTER ALIA, PNC, hereafter referred to as Well Fargo) pursuant to Section 8.1(o) upon the payment in good funds of the Existing Indebtedness. In connection therewith, PNC Bank hereby consents to the termination of the following documents on the Closing Date: (i) the Intercreditor Agreement dated as of August 7, 2001, among Wells Fargo, National City Bank, PNC Bank, and the holders of the nxxxx described in the definition of Existing Indebtedness, (ii) the separate security agreements dated as of August 7, 2001, by each of the Borrowers in favor of Wells Fargo, and (iii) the separate guaranty agreements dated as of Xxxxst 7, 2001, of each of the Borrowers (other than LESCO).
Sample 1
PNC Consent. 82 16.17. Publicity......................................................................... 83 REVOLVING CREDIT AND SECURITY AGREEMENT Revolving Credit and Security Agreement (this "Agreement") dated as of December 30, 2003, among LESCO, INC., a corporation organized under the laws of the State of Ohio ("LESCO"), LESCO SERVICES, INC., a corporation organized under the laws of the State of Ohio ("LSI"), LESCO TECHNOLOGIES, LLC, a limited liability company organized under the laws of the State of Nevada ("Technologies"), and AIM LAWN & GARDEN PRODUCTS, INC., a corporation organized under the laws of the State of Ohio ("AIM"), each a "Borrower" and collectively "Borrowers"), the financial institutions which are now or which hereafter become a party hereto (collectively, the "Lenders" and individually a "Lender"), KEYBANK NATIONAL ASSOCIATION, as syndication agent, and PNC BANK, NATIONAL ASSOCIATION ("PNC"), as agent for Lenders (PNC, in such capacity, the "Agent"). IN CONSIDERATION of the mutual covenants and undertakings herein contained, Borrowers, Lenders and Agent hereby agree as follows:
Sample 1
PNC Consent. Any provision of the Reimbursement Agreement to the contrary notwithstanding, PNC's execution and delivery of this Agreement constitutes its consent to the consummation of the transactions contemplated herein, and any default or event of default under the Reimbursement Agreement caused solely by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder are hereby waived. Other than the foregoing waiver, PNC expressly retains all rights and remedies under the Reimbursement Agreement.]
Sample 1

Related to PNC Consent

  • FCC Consent The FCC Consent shall have been granted without the imposition on Seller of any conditions that need not be complied with by Seller under Section 6.1 hereof and Buyer shall have complied with any conditions imposed on it by the FCC Consent.

  • Waiver; Consent This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the parties hereto. No waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the party claimed to have given or consented thereto. Except to the extent otherwise agreed in writing, no waiver of any term, condition or other provision of this Agreement, or any breach thereof shall be deemed to be a waiver of any other term, condition or provision or any breach thereof, or any subsequent breach of the same term, condition or provision, nor shall any forbearance to seek a remedy for any noncompliance or breach be deemed to be a waiver of a party’s rights and remedies with respect to such noncompliance or breach.

  • Required Consent In addition, without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or the regulations or requirements of Nasdaq, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:

  • AUTHORIZATION AND CONSENT The Government has given its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this Agreement or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract) which is expected to exceed $100,000.

  • FCC Approval Notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, neither the Administrative Agent nor any Lender will take any action pursuant to this Agreement or any of the other Loan Documents, which would constitute or result in a change in control of the Borrower or any of its Subsidiaries requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. After the occurrence of an Event of Default, the Borrower shall take or cause to be taken any action which the Administrative Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Administrative Agent to exercise and enjoy the full rights and benefits granted to the Administrative Agent, for the benefit of the Lenders by this Agreement or any of the other Loan Documents, including, at the Borrower’s cost and expense, the use of the Borrower’s best efforts to assist in obtaining such approval for any action or transaction contemplated by this Agreement or any of the other Loan Documents for which such approval is required by Law.

  • Governmental Consent No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by the Company that have not been obtained, and no registrations or declarations are required to be filed by the Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations.

  • Lender Consent For purposes of determining compliance with the conditions specified in Section 3.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Agreement Effective Date specifying its objection thereto.

  • Authorization; Consents The execution, delivery and performance by the Allocatee of the Allocation Agreement and the carrying out of the authorized use(s) of the NMTC Allocation provided hereunder are within the Allocatee’s powers and have been duly authorized by all necessary corporate, partnership or limited liability company action and no consent, approval, authorization or order of, notice to and filing with, any third party including, without limitation, any governmental entity which has not been previously obtained, is required in connection with such execution, delivery and performance. The Allocatee will make all such notices or filings that may be required after the Allocation Date in accordance with the applicable time periods for such notices or filings.

  • Unanimous Consent Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following:

  • Prior Consent You will not accept for payment by Card any amount representing a deposit or partial payment for goods or services to be delivered in the future without the prior written consent of Processor. The acceptance of a Card for payment or partial payment of goods or services to be delivered in the future without prior consent will be deemed to be a breach of this Agreement and cause for immediate termination in addition to any other remedies available under the Laws or Rules.

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