Consent Contract Clauses (565)

Consent. Whenever the consent or approval of Landlord or Sublandlord or any Superior Party is required pursuant to the terms of the Lease or Sublease, if Landlord or Sublandlord, or such Superior Party shall withhold its consent or approval for any reason whatsoever, Sub-sublandlord shall not be deemed to be acting unreasonably if it shall also withhold its consent or approval. If Landlord or Sublandlord shall withhold its consent or approval in connection with this Sub-sublease or the Sub-sublease Premi...ses in any instance where, under the Lease or Sublease, the consent or approval of Landlord or Sublandlord may not be unreasonably withheld, and if Sub-subtenant shall reasonably contend that Landlord or Sublandlord has unreasonably withheld such consent, Sub-sublandlord, upon the request and at the sole cost and expense of Sub-subtenant, shall within fifteen (15) days elect to either (i) timely institute and diligently prosecute any action or proceeding which Sub-subtenant and Sub-sublandlord, in their reasonable judgment, deem meritorious, in order to dispute such action by Landlord or Sublandlord, or (ii) permit Sub-subtenant, to the extent allowable under the Lease and Sublease, to institute and prosecute such action or proceeding in the name of Sub-sublandlord, provided that Sub-subtenant shall keep Sub-sublandlord informed of its actions and shall not take any action which might give rise to a default under the Lease or Sublease. In the event Sub-sublandlord does not timely elect either options (i) or (ii) as set forth in the previous sentence, Sub-subtenant may notify Sub-sublandlord of such failure, and if Sub-sublandlord does not notify Sub-subtenant of its election within five (5) Business Days following receipt of such notice, Sub-sublandlord shall be deemed to have elected option (ii) above. Sub-subtenant shall indemnify Sub-sublandlord and hold it harmless from and against all losses, damages, claims, liabilities, fines, penalties, suits, demands, costs and expenses, including, without limitation, reasonable attorneys' fees and costs, of any nature, arising from or in connection with any action or proceeding instituted under this Article 8 and for any costs and expenses incurred by Sub-sublandlord, Sublandlord or Landlord in connection with the determination of whether to grant any consent requested hereunder. View More

Consent. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects', attorneys' engineers' and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment a subletting or the... presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request. View More

Consent. The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement and the Warrants by RNER to the Company pursuant to Section 1 hereof, effective as of the Effective Time, the assumption of the RNER Warrants by the Company from RNER pursuant to Section 1 hereof, effective as of the Effective Time, and the continuation of the Warrants in full force and effect from and after the Effective Time, subject at all times to this Agreement (each as amended hereby) and to all of the pr...ovisions, covenants, agreements, terms and conditions of this Agreement. View More

Consent. Sublessor shall make commercially reasonable efforts to obtain the Amendment Consent from the Master Landlord as soon as reasonably practicable prior to the First Amendment Effective Date; provided, however, that in the event the Amendment Consent has not been obtained on or before the date that is ninety (90) days after the First Amendment Effective Date, Sublessor may elect to terminate this Sublease, and thereafter neither Party shall have any rights or obligations under this Amendment.

Consent. Subject to the terms of this Consent, the Agent and the Required Lenders (i) consent to the consummation of the Sale Leaseback and waive the requirements of clauses (i) and (ii) of paragraph (s) of the definition of "Permitted Dispositions" notwithstanding any Event of Default which would have occurred due to the failure to satisfy the requirements of Section 6.4 of the Credit Agreement or Section 6.1 (solely as it relates to the Indebtedness described pursuant to clauses (e) and (x) of the defi...nition of Permitted Indebtedness), (ii) agree that Spectrum and the Borrower's respective obligations under the Sale Leaseback shall be deemed to be "Permitted Indebtedness" under Section 6.1 of the Credit Agreement and (iii) agree that notwithstanding any provision of the Credit Agreement or any requirement of GAAP, any lease entered into in connection with the Sale Leaseback shall not be deemed to be a "Capital Lease" or a "Capitalized Lease Obligation" for purposes of calculating "Capital Expenditures", "Consolidated EBITDA", "Funded Indebtedness", "Interest Expense", "Interest Coverage Ratio", "Leverage Ratio" or any related financial definition that is necessary to calculate any of the foregoing defined terms or any of the financial covenant calculations set forth in Section 7 of the Credit Agreement or financial covenant calculations that are required to be made pursuant to any other provision of the Credit Agreement. For the avoidance of doubt, the applicable Lease Payment or Lease Payments shall be deducted from any calculation of Consolidated EBITDA (to the extent such Lease Payment or Lease Payments were not otherwise deducted in determining Consolidated Net Income for such period). View More

Consent. Notwithstanding anything to the contrary contained in the Credit Agreement or the other Loan Documents, Administrative Agent and Required Lenders hereby consent to the Orchestra Merger; provided, that, (i) on the date of this Amendment No. 1, each of the conditions set forth in paragraph 2(a) below has been satisfied (the "Consent Effective Date"), and (ii), on the date of the consummation of the Orchestra Merger, each of the conditions set forth in Section 2(b) below has been satisfied (the "Or...chestra Merger Effective Date"): (a) Each of the following conditions shall have been satisfied: (i) this Amendment No. 1 shall have been duly executed by each party hereto; (ii) Administrative Agent, shall have received true and correct copies of (A) the Orchestra Merger Agreement and the Governance Agreement duly executed by all of the parties thereto, and (B) a consent to the Orchestra Merger, from requisite holders of the Permitted Term Loan Indebtedness, (iii) Administrative Agent shall have received a copy of an amendment to the Intercreditor Agreement, duly executed by the Term Loan Agent, Administrative Agent, Borrowers and Guarantors, and (iv) No Event of Default exists or has occurred and is continuing. (b) each of the following conditions shall have been satisfied: (i) the Orchestra Merger has been consummated in all material respects in accordance with the terms of the Orchestra Merger Agreement and the Governance Agreement as in effect on the Consent Effective Date, without giving effect to any amendment, waiver, consent or other modification thereof that is materially adverse to the interests of the Lenders except with the consent of the Administrative Agent (which the Administrative Agent will not unreasonably withhold, condition or delay); (ii) Administrative Agent shall have received an officer's certificate certifying, or other evidence reasonably satisfactory to Administrative Agent evidencing, that the Merger Sub does not owe any Indebtedness and that its assets are not subject to any Liens on the date of the consummation of the Orchestra Merger; (iii) the representations and warranties set forth in Sections 5.16 (b), (c), and (d) of the Credit Agreement shall be true and correct in respect of the Parent and the Merger Sub, as Affiliates of the Borrower, on the Merger Closing Date; (iv) Administrative Agent shall have received a Certificate of Merger of the Lead Borrower and Merger Sub as executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the Delaware General Corporations Law ("DGCL") and any other filings, recordings or publications required to be made by the Lead Borrower or Merger Sub with any Governmental Authority under the DGCL to effectuate the Orchestra Merger; (v) The Orchestra Merger shall have occurred no later than the Outside Date (as defined in the Orchestra Merger Agreement as in effect on the Consent Effective Date); and 2 (vi) Administrative Agent shall have received a certificate of the Chief Executive Officer or the Chief Financial Officer of Lead Borrower (or other officer reasonably acceptable to Administrative Agent) certifying that the conditions set forth in clauses (b)(i) through (b)(v) above have been satisfied. View More

Consent. In all provisions of the Master Lease requiring the approval or consent of the "Landlord," Subtenant shall be required to obtain the approval or consent of both Master Landlord and Sublandlord (which consent of Sublandlord shall not be unreasonably withheld, delayed or conditioned so long as the consent of Master Landlord has been obtained). In no event shall Sublandlord be liable for failure to give its consent or approval in any situation where consent or approval has been withheld or refused ...by Master Landlord, whether or not such withholding or refusal was proper. Notwithstanding the foregoing, Sublandlord and Subtenant shall cooperate in good faith to obtain any such consent of Master Landlord. View More

Consent. By executing this Agreement, the Executive hereby approves and consents to the terms of the Agreement.

Consent. Each of the Lenders party hereto hereby acknowledges and consents to (x) entry by the Borrower into the Third Amended and Restated Credit and Security Agreement, dated as of the date hereof, by and among SAExploration, Inc., the guarantors party thereto, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent in substantially the form attached hereto as Appendix A, (y) the payment in full in cash of the Closing Date Acquisition Obligations and (z)... the entry by the Borrower and the Loan Parties into the Senior Secured Convertible Notes Indenture, dated as of the date hereof. View More

Consent. The Representative hereby agrees, in its capacity as holder of the Notes and Representative of the Initial Purchasers, to (i) the Amended and Restated Base Indenture, to be dated as of the Closing Date, to be entered into by and between the Master Issuer and Citibank, N.A., as Trustee and securities intermediary thereunder, (ii) the First Amendment, to be dated as of the Closing Date, to the Management Agreement, dated as of the Initial Closing Date, by and among the Master Issuer, Planet Fitnes...s Holdings, LLC, as Manager, the Guarantors and Citibank, N.A., as Trustee, (iii) the Amended and Restated Back-Up Management and Consulting Agreement, to be dated as of the Closing Date, by and among the Securitization Entities, the Manager, Citibank, N.A., as Trustee and FTI Consulting, Inc., as back-up manager and (iv) the Amended and Restated Servicing Agreement, to be dated as of the Closing Date, by and among the Securitization Entities, the Manager, Citibank, N.A., as the Trustee and Midland Loan Services, a division of PNC Bank, National Association, as servicer (the amendments identified in clauses (i) through (iv) of this sentence being referred to herein collectively as the "Amendments" and each, as an "Amendment"). View More