Consent and Direction definition

Consent and Direction means the Consent and Acknowledgement of Payment Direction, to be dated on or prior to the Closing Date, in the form attached hereto as Exhibit B.
Sample 1

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.

Related to Consent and Direction

  • CRD Directive means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (as amended from time to time, including by Directive (EU) 2019/878 of the European Parliament and of the Council of 20 May 2019);

  • Direction Has the meaning specified in Section 1.04(a).

  • Directions means the directions contemplated in section 27(2) of the Act, issued by a Cabinet member relating to his or her line functions, after consultation with the Cabinet members responsible for cooperative governance and traditional affairs and justice and correctional services;

  • Construction Management Agreement means the Construction Management Agreement, dated as of the date of the Common Agreement, between Construction Manager and the Project Company.

  • Consent and Agreement means the Manufacturer Consent and Agreement [____], dated as of even date with the Participation Agreement, of Airframe Manufacturer.

  • Consent means written permission signed by a duly authorized officer or employee of the Commonwealth, provided that where the material facts have been disclosed, in writing, by prequalification, bid, proposal, or contractual terms, the Commonwealth shall be deemed to have consented by virtue of the execution of this contract.

  • Consent Agreement means this Consent Agreement, duly signed and concluded between the Commission and the Respondent, as contemplated in section 40(1) of the Act.

  • Lien Waiver Agreement means an agreement which is executed in favor of Agent by a Person who owns or occupies premises at which any Collateral may be located from time to time and by which such Person shall waive any Lien that such Person may ever have with respect to any of the Collateral and shall authorize Agent from time to time to enter upon the premises to inspect or remove the Collateral from such premises or to use such premises to store or dispose of such Inventory.

  • Project Management Agreement means the agreement dated the 20th February 1985 made between the Trustee and the Manager providing for the Manager to manage and co‑ordinate the development and construction of the Resort and includes, if that agreement is terminated, any other agreement in like and similar terms made with the prior consent of the Minister;

  • Technical Direction means developing work statements, determining parameters, directing other Contractors' operations, or resolving technical controversies.

  • Lien Waiver means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, by which (a) for any Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit the Administrative Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for the Administrative Agent, and agrees to deliver the Collateral to the Administrative Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges the Administrative Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce the Administrative Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License or in the case of clauses (a) through (d) is otherwise satisfactory to the Administrative Agent.

  • Environmental Management Plan or “EMP” means the environmental management plan for the Project, including any update thereto, incorporated in the IEE;

  • Reasonable assurance means a high degree of confidence that submitted data and statements are valid.

  • Consent Order means a support order that reflects the agreement of the noncustodial parent, the custodial parent and the division of child support. A consent order requires the approval of an administrative law judge.

  • Dispatch Instruction has the meaning set forth in the CAISO Tariff.