Consent to the Energy Source Acquisition Sample Clauses

Consent to the Energy Source Acquisition. Pursuant to the TNT MIPA, inter alia, TNT Holdco will acquire all of the membership interests of TNT Energy (collectively, the “TNT Acquisition”). The Obligors represent and warrant to the Lender that attached to this Ninth Amendment as Exhibit “A” are true and complete, fully-executed copies of the following documents (collectively, the “TNT Material Transaction Documents”): (A) the TNT MIPA, (B) (i) that certain Promissory Note, dated as of the Ninth Amendment Effective Date, in the original principal amount of $500,000, executed and delivered by TNT Holdco, as maker, in favor of Xxxxxxxxx, as payee, (ii) that certain Promissory Note, dated as of the Ninth Amendment Effective Date, in the original principal amount of $500,000, executed and delivered by TNT Holdco, as maker, in favor of Xxxxxxxxx, as payee, (iii) that certain Promissory Note, dated as of the Ninth Amendment Effective Date, in the original principal amount of $500,000, executed and delivered by TNT Holdco, as maker, in favor of Xxxxxxx, as payee, and (iv) that certain Promissory Note, dated as of the Ninth Amendment Effective Date, in the original principal amount of $500,000, executed and delivered by TNT Holdco, as maker, in favor of Xxxxxxx, as payee ((i), (ii), (iii) and (iv) collectively, the “TNT Notes”), (C) that certain Employment Agreement, dated as of the date of the TNT MIPA, by and between Xxxxxxxxx, as employee, and TNT Energy, as employer (the “Xxxxxxxxx Employment Agreement”), (D) that certain Employment Agreement, dated as of the date of the TNT MIPA, by and between Xxxxxxx, as employee, and TNT Energy, as employer (the “Xxxxxxx Employment Agreement”), and (E) that certain Lease Agreement for the property known and identified as 000 Xxxxx Xxxxxx Xxxx, Xxxx X0, Xxxxxxx, Xxxxxxxxxxxxx by and between TNT Energy and S-Works Realty, LLC (the “Raynham Lease”). The Lender hereby consents to the TNT Acquisition, provided that each of the Conditions Precedent to Effectiveness set forth in Section 10 hereof shall be satisfied, all as determined by the Lender in its sole reasonable discretion.
Sample 1
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Related to Consent to the Energy Source Acquisition

  • Information Acquisition Connecting Transmission Owner and Developer shall each submit specific information regarding the electrical characteristics of their respective facilities to the other, and to NYISO, as described below and in accordance with Applicable Reliability Standards.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Certain Operative Agreements Furnish to the Liquidity Provider with reasonable promptness, such Operative Agreements entered into after the date hereof as from time to time may be reasonably requested by the Liquidity Provider.

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • No Change in Recommendation or Alternative Acquisition Agreement Neither the Company Board nor any committee thereof shall:

  • Acquisition Agreement Trade Republic acquires Securities outside of Germany if (1) Trade Republic, as a commission agent, executes buy orders in German domestic or foreign Securities outside of Germany or (2) Trade Republic, as a commission agent, executes buy orders in foreign Securities that are traded on the exchange or OTC in Germany but are usually acquired outside of Germany.

  • Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Conditions to the Transaction 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

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