Examples of Consent and Direction in a sentence
On or prior to the Closing Date, Seller shall direct Genentech in the Consent and Direction to promptly remit to the Escrow Account, following the Closing Date, any and all Post-Closing Royalty Amounts directly to Boston Private Bank and Trust Company, as Escrow Agent, by deposit to the Escrow Account unless and until otherwise directed in writing by Escrow Agent or by a joint written instruction by the Buyer and Biopharma Secured Debt Fund II Sub, S.à.x.x, as Lender.
Additionally, pursuant to the Credit Agreement, if and to the extent any Post-Closing Royalty Amounts are received by Seller or Buyer (despite and in contradiction to the Consent and Direction and the Commencement Notice), Seller or Buyer, as applicable, shall hold any and all such amounts in trust for the benefit of Biopharma Secured Debt Fund II Sub, S.à.x.x and shall promptly remit any and all such amounts to the Escrow Account.
The Vendor acknowledges that, at the Closing, the Purchaser has delivered or has caused to be delivered to the Vendor: payment by a wire transfer of immediately available funds to the Vendor Account, in the amount equal to the Purchase Price; and the Kirin Consent and Direction, duly executed and delivered by the Purchaser.
The Borrower shall, upon request of the Agent or the Requisite Lenders, obtain from Xxxxxxx Controls an estoppel certificate pursuant to Section A.8 of the Consent and Direction Letter and, promptly following receipt thereof, deliver such estoppel certificate to the Agent.
The Vendor and the Purchaser shall direct Kirin pursuant to the Kirin Consent and Direction to make payments in respect of the Royalties included in the Purchaser Royalty Interest that become payable during the Term directly to the Purchaser Account, but otherwise in the manner provided in the Kirin License Agreement.
HOFV shall, upon request of the Agent or the Requisite Lenders, obtain from Xxxxxxx Controls an estoppel certificate pursuant to Section A.8 of the Consent and Direction Letter and, promptly following receipt thereof, deliver such estoppel certificate to the Agent.
Consent and Direction of Insurer.............................61 SECTION 11.22.
This Agreement, the Kirin Consent and Direction, the Xxxx of Sale and the Security Agreement, including the Schedules and Exhibits hereto and thereto, together constitute the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to such subject matter (including, for certainty, the letter of intent dated November 10, 2009 and the Two-Way Non-Disclosure Agreement).
Consent and Direction of Insurer...........................................................
On the Closing Date, the Eighth Amendment Fee (as defined, and on the terms set forth, in the Eighth Amendment, Consent and Direction Agreement dated as of November 8, 2009 to the Prepetition Credit Agreement, hereinafter, the “Eighth Amendment to the Prepetition Credit Agreement”) shall have accrued, and such amount added to the principal amount of the relevant Prepetition Lender’s loans under the Prepetition Credit Agreement.