Common use of Prior Consent Clause in Contracts

Prior Consent. No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Borrower and Agent (other than an assignment by any Bank to any affiliate of such Bank which affiliate is either wholly-owned by such Bank or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Bank), which consent of Borrower and Agent shall not be unreasonably withheld; provided, however, that, Borrower's consent shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations hereunder;

Appears in 2 contracts

Samples: Assignment and Acceptance Agreement (Standard Register Co), Assignment and Acceptance Agreement (Nordson Corp)

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Prior Consent. No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Borrower and Agent (other than an assignment by any Bank to any affiliate of such Bank which affiliate is either wholly-owned by such Bank or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Bank), which consent of Borrower and Agent shall not be unreasonably withheld; provided, however, that, Borrower's consent shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations hereunder;

Appears in 2 contracts

Samples: Assignment and Acceptance Agreement (Oglebay Norton Co /New/), Assignment and Acceptance Agreement (Steris Corp)

Prior Consent. No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Borrower and Agent Agents (other than an assignment by any Bank to any affiliate of such Bank which affiliate is either wholly-owned by such Bank or is wholly-owned by a Person that wholly wholly-owns, either directly or indirectly, such Bank), which consent of Borrower and Agent Agents shall not be unreasonably withheld; provided, however, that, Borrower's consent shall not be required if, at the time of the proposed assignment, assignment any Unmatured Event of Default or Event of Default shall then existhave occurred. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations hereunder;

Appears in 2 contracts

Samples: Credit Agreement (Park Ohio Holdings Corp), Credit Agreement (Park Ohio Industries Inc/Oh)

Prior Consent. No assignment may be consummated pursuant to this Section 10.10 11.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Bank to another Bank or to any affiliate of such Bank which affiliate is either wholly-owned by such a Bank or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Bank), which consent of Borrower Administrative Borrowers and Agent shall not be unreasonably withheld; provided, however, that, Administrative Borrower's consent shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations hereunder;.

Appears in 1 contract

Samples: Credit and Security Agreement (MTC Technologies Inc)

Prior Consent. No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Borrower (except that the initial syndication of the Commitment and the Loans may be consummated without the prior written consent of Borrower) and Agent (other than an assignment by any Bank to any affiliate of such Bank which affiliate is either wholly-owned by such Bank or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Bank), which consent of Borrower and Agent shall not be unreasonably withheld; provided, however, that, Borrower's consent shall not be required if, at the time of the proposed assignment, assignment any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations hereunder;

Appears in 1 contract

Samples: Assignment and Acceptance Agreement (Oglebay Norton Co)

Prior Consent. No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Borrower Xxxxxxxx and Agent (other than an assignment by any Bank to any affiliate of such Bank which affiliate is either wholly-owned by such Bank or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Bank), which consent of Borrower and Agent shall not be unreasonably withheld; provided, however, that, BorrowerXxxxxxxx's consent shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations hereunder;

Appears in 1 contract

Samples: Assignment Agreement (Oglebay Norton Co /New/)

Prior Consent. No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Borrower Cedar Fair LP and Agent (other than an assignment by any Bank to another Bank or to any affiliate of such Bank which affiliate is either wholly-owned by such Bank or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Bank), which consent of Borrower Borrowers and Agent shall not be unreasonably withheld; provided, however, that, Borrower's Borrowers' consent shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations hereunder;

Appears in 1 contract

Samples: Intercreditor Agreement (Cedar Fair L P)

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Prior Consent. No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Borrower and Agent (other than an assignment by any Bank to (A) any affiliate of such Bank which affiliate is either wholly-owned by such Bank or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Bank or (B) another Bank), which consent of Borrower and Agent shall not be unreasonably withheld; provided, however, that, Borrower's consent shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations hereunder;

Appears in 1 contract

Samples: Assignment Agreement (Steris Corp)

Prior Consent. No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Borrower and Agent (other than an assignment by any Bank to any affiliate of such Bank which affiliate is either wholly-owned by such Bank or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Bank), which consent of Borrower and Agent shall not be unreasonably withheld; provided, however, that, Borrower's consent shall not be required if, at the time of the proposed assignment, any Unmatured Event of Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations hereunder;

Appears in 1 contract

Samples: Assignment and Acceptance Agreement (Applied Industrial Technologies Inc)

Prior Consent. No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Borrower ASI and Agent (other than an assignment by any Bank to another Bank or to any affiliate of such a Bank which affiliate is either wholly-owned by such a Bank or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Bank), which consent of Borrower ASI and Agent shall not be unreasonably withheld; provided, however, that, BorrowerASI's consent shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations hereunder;

Appears in 1 contract

Samples: Credit Agreement (Schulman a Inc)

Prior Consent. No assignment may be consummated pursuant to this Section 10.10 10.11 without the prior written consent of Borrower and Agent (other than an assignment by any Bank to any affiliate of such Bank which affiliate is either wholly-owned by such Bank or is wholly-wholly- owned by a Person that wholly owns, either directly or indirectly, such Bank), which consent of Borrower and Agent shall not be unreasonably withheld; provided, however, that, Borrower's consent shall not be required if, at the time of the proposed assignment, assignment any Unmatured Event of Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations hereunder;

Appears in 1 contract

Samples: Credit Agreement (Greif Brothers Corp)

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