Consent of Agent Sample Clauses

Consent of Agent. The Agent hereby consents to the assignment of the Assigned Interests to the Assignee and the assumption of the Assumed Obligations by the Assignee and agrees to recognize the Assignee as a Lender under the Credit Agreement as fully as if the Assignee had been an original party to the Credit Agreement. The Agent agrees that the Assignor shall have no further liability or obligation in respect of the Assumed Obligations.

Consent of Agent. TBCC, as Agent, shall have consented to the execution, delivery and performance of this Amendment by executing the Consent set forth below.

Consent of Agent. Agent hereby acknowledges its consent to the amendments to the Audax B Tranche Subordinated Debt in the form of Exhibit A attached hereto.

Consent of Agent. The Agent’s consent is required for any amendment to any term concerning any of the following matters: 1. Article 8 (Payment), Article 16 (Relationship among Syndicate Banks) or Article 21 (Amendment and Waiver); 2. amendment to or waiver of any rights of the Agent hereunder or imposing additional obligations on the Agent.

Consent of Agent and Lenders to the Sale of the Staffing Services Business and Repayment of Quantum Debentures: a) Upon the effectiveness of this Amendment, Agent and Lenders hereby consent to the sale of the Staffing Services Business, which sale may involve either or both of: (A) the sale of all of the assets of Borrower (including assets of the Staffing Subsidiaries and the Mixed Subsidiaries) which are connected with the Staffing Services Business (but not any of the assets of Borrower connected exclusively with the Retained Businesses (including without limitation, the Home Care Business or the Pharmacy/Infusion Business)) (the "Staffing Services Business Assets"), which Staffing Services Business Assets shall include all of the "Assets" as defined in the GS Purchase Agreement, but shall not include the "Excluded Assets" as defined in the GS Purchase Agreement, or (B) a sale of the capital stock or other equity interests of the Staffing Subsidiaries, upon the satisfaction of the following conditions: (i) The Sale Funding Date shall occur no later than December 31, 2000 and shall result in Net Sale Proceeds to Borrower of not less than Sixty Million Dollars ($60,000,000.00); (ii) Delivery to Agent of a copy of the executed, valid and binding GS Purchase Agreement along with a certification by Borrower that such copy is true, complete and correct and that no amendments or modifications to the terms thereof have been made or are effective; (iii) Delivery to Agent of certified copies of the authorizing resolutions or actions of the Board of Directors of each Borrower who is directly affected by or involved in the GS Purchase Agreement authorizing the execution and performance of the GS Purchase Agreement and all the documents, instruments or agreements related thereto; and (iv) Delivery to Agent of a certificate signed by the Chief Financial Officer of the Company dated as of the date of Sale Funding Date, stating that as of such date (A) after giving effect to this Amendment, no Default or Event of Default is existing under the Loan Agreement, (B) after giving effect to this Amendment, all of the representations and warranties set forth in Section 7 or any other Section of the Loan Agreement or any of the Loan Documents are reaffirmed and are in all respects accurate, complete and not misleading (subject to the provisions of Section 7.2 of the Loan Agreement); (C) none of the assets of Borrower connected exclusively with the Retained Businesses (including, without limita...

Consent of Agent. Notwithstanding anything herein contained, during the Agent Consent Period, no supplement or amendment or other modification shall be made to the Indenture without the prior written consent of the Agent.

Consent of Agent. The Corporation shall in good faith discuss with the Agent any change in circumstances (whether actual, anticipated, contemplated or threatened) which is of such a nature as to give rise to a reasonable doubt as to whether notice should be given to the Agent pursuant to this section 8 and, where it has been determined to be appropriate, promptly and in any event within the statutory limitation periods therefore, comply with all applicable filing and other requirements under the applicable Securities Laws; provided that the Corporation shall not file any Supplementary Material or other documents without first obtaining the Agent’s approval of the form and content thereof, which approval shall not be unreasonably withheld and shall be provided on a timely basis in order for the Corporation to comply with such requirements. It is hereby expressly acknowledged and agreed that, for the purposes of this Agreement, the Offering Period shall continue from the date hereof up to and including the earlier of: (i) the date at which the Agent has given notice to the Corporation that the distribution of Offered Securities under the Offering has ceased; or (ii) the Closing Date. Notwithstanding the generality of the foregoing, the Agent understands and acknowledges that the Offering Period shall not continue beyond the 90th day after (i) the date of the Final Receipt for the Final Prospectus, or (ii) the date of the Final Receipt for any Supplementary Material, as the case may be, if the Minimum Offering is not attained provided that, in any case, the Offering Period shall not continue beyond the 180th day from the date of the Final Receipt for the Final Prospectus.

Consent of Agent. Subject to the satisfaction of all of the conditions precedent set forth in paragraph 6 below, Agent hereby consents to the issuance by CECO FILTERS, INC. of 30 million shares of its common stock to CECO GROUP, INC.

Consent of Agent. Agent hereby provides its consent to the German Subsidiary Merger, the RSL Liquidation, the ▇▇▇▇▇ ▇▇▇▇ Bank Loan and the ▇▇▇▇▇ ▇▇▇▇ Bank Lien, each as further described in the recitals above and as described in that certain letter from ▇▇▇ ▇▇▇▇▇▇▇, Director of Tax and Treasury of Borrower, to Agent dated April 27, 2004.