The Consent Sample Clauses

The Consent. Except as modified by Section 2.2 below, Grand Court and GFB-AS agree that the First Closing is conditioned upon GFB-AS's receipt of the written (or other mutually agreed) consent of limited partners of each of the Investing Partnerships ("Limited Partners") owning more than 50% of the outstanding limited partnership interests that have been issued by each of the Investing Partnership (the "Consent") to (i) the removal, or the approval of the withdrawal or resignation, of Grand Court as general partner of the Investing Partnerships and managing partner of the respective Owning Partnership, (ii) the admission of GFB-AS as the sole general partner of the Investing Partnerships and the managing partner of the Owning Partnerships, (iii) the amendment of the voting requirements whereby two-thirds of the limited partners in an Investing Partnership can cause a capital transaction (i.e. sale or refinancing) of the Property by its Owning Partnership, (iv) ratification of the Purchase Price (hereinafter defined) allocation, (v) such other amendments as may be agreed to by the Equity Committee (hereinafter defined) and GFB-AS (the "Partnership Amendment" as set forth on Exhibit "H" attached hereto), and (vi) authorization of the Owning Partnerships and Investing Partnerships to agree to limit all of their claims against the Grand Court Bankruptcy Estate to a $5,000,000 unsecured claim and release all other claims against said Estate. The parties acknowledge that one or more of the Properties owned by the Owning Partnerships have been or may be lost through foreclosure prior to the First Closing Date (the Investing Partnership that holds an interest in any such Owning Partnership is hereinafter referred to as a "Foreclosed Partnership"). Notwithstanding anything herein to the contrary, the requirement that the Consent of Foreclosed Partnerships, or any of them, to the transactions contemplated hereby be obtained may be waived by GFB-AS.
Sample 1
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The Consent. Except as modified by Section 2.2 below, Grand Court and Triad agree that the First Closing is conditioned upon Triad's receipt of the written consent of limited partners of each of the Investing Partnerships ("Limited Partners") owning more than 50% of the outstanding limited partnership interests that have been issued by each of the Investing Partnership (the "Consent") to (i) the removal, or the approval of the withdrawal or resignation, of Grand Court as general partner of the Investing Partnerships and managing partner or managing member of the respective Owning Partnership, (ii) the admission of Triad as the sole general partner of the Investing Partnerships and the managing partner or managing member of the Owning Partnerships, (iii) the amendment of the voting requirements whereby two-thirds of the limited partners in an Investing Partnership can cause a sale of the Property by its Owning Partnership, (iv) ratification of the Purchase Price (hereinafter defined) allocation, (v) such other amendments as may be agreed to by the Equity Committee (hereinafter defined) and Triad (the "Partnership Amendment" as set forth on Exhibit "H" attached hereto, and (vi) authorization of the Owning Partnerships and Investing Partnerships to agree to limit all claims against the Grand Court Bankruptcy Estate to a $5,000,000 unsecured claim and release all other claims against said Estate.
Sample 1

Related to The Consent

  • 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.

  • Reasonable Consent Whenever a Party’s consent or permission is required under this CRADA, its consent or permission will not be unreasonably withheld.

  • 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.

  • Scope of Consent Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate.

  • Revocation and Effect of Consents and Waivers A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

  • Certain Consents To the extent that Seller's rights under any agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. Purchaser shall continue to have the right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performance, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing Date.

  • Revocation and Effect of Consent Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the Note of the consenting Holder, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note or portion of its Note. Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the last two sentences of the immediately preceding paragraph, those persons who were Holders at such record date (or their duly designated proxies) and only those persons shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

  • Revocation and Effect of Consents, Waivers and Actions Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder's Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Securityholder.

  • No Consent The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof.

  • Revocation and Effect of Consents Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

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