Consent to Certain Actions Clause Samples

Consent to Certain Actions. If either the Company or the Offeror (the “Requesting Party”) shall be required to obtain the prior written consent of the other (the “Consenting Party”) to any action restricted pursuant to the provisions of Section 5.1 or 5.2, as the case may be, the Requesting Party shall provide a written request to the Consenting Party for the taking of such action and, if the Consenting Party has not responded in writing to the Requesting Party within three business days of the receipt by the Consenting Party of such request, the Consenting Party shall be deemed for the purposes of this Agreement to have consented to the taking of such action.

Consent to Certain Actions. The Lessor shall transfer the Facility in accordance with Article 15 of the Lease and each of the Lessor and, if applicable, the Administrative Agent shall execute such documents and instruments necessary to effect such transfer. Upon satisfaction in full of the Lessee’s obligations under the Operative Documents, the Administrative Agent shall release the Mortgages and the Mortgaged Property, and, together with the Lessor, execute such instruments and agreements as are necessary to effectuate such release. The Lessor and the Administrative Agent shall enter into nondisturbance agreements.

Consent to Certain Actions. Whether or not any existing relationship between the Guarantor and Borrower has been changed or ended and whether or not this Guaranty has been revoked, Lender may, but shall not be obligated to, enter into transactions resulting in the creation or continuance of the Indebtedness, without any consent or approval by the undersigned and without any notice to the Guarantor. The liability of the Guarantor shall not be affected or impaired by any of the following acts or things (which Lender is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without notice to or approval by the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) any one or more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities or other contractual term applicable to any of the Indebtedness; (iii) any waiver or indulgence granted to Borrower, any delay or lack of diligence in the enforcement of the Indebtedness, or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, settlement with, or agreement not to ▇▇▇ Borrower or any other guarantor or other person liable in respect to any of the Indebtedness; (v) any discharge of any evidence of the Indebtedness or other acceptance of any instrument in renewal thereof or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to protect, insure or enforce any collateral security; or any modification, substitution, discharge, impairment, or loss of any collateral security; (vii) any foreclosure or enforcement of any collateral security; (viii) any transfer of any of the Indebtedness or any evidence thereof; (ix) any order of application of any payments or credits upon the Indebtedness; or (x) any election by the Lender under Sec. 1111(b)(2) of the United States Bankruptcy Code.

Consent to Certain Actions. (a) The Guarantor hereby acknowledges and agrees that the following actions may be undertaken from time to time without notice to the Guarantor and such actions shall not release, impair, or otherwise affect this Guaranty: (i) any other Transaction Document may be amended in accordance with its terms to amend or modify any terms therein; and (ii) the Collateral Agent may grant any waiver or consent in respect of any Cash Grant Obligation. (b) The Guarantor hereby acknowledges and agrees that the following actions may be undertaken from time to time with Guarantor's prior written consent, and upon such consent such actions shall not release, impair, or otherwise affect this Guaranty: (i) the NRG Cash Grant Recapture Indemnity Agreement may be amended in accordance with its terms to amend, modify, increase or decrease the Cash Grant Obligations or to change the time of payment of the Cash Grant Obligations, the terms thereof, or of any payment thereof, or to amend or modify any other terms of the NRG Cash Grant Recapture Indemnity Agreement and (ii) the Beneficiaries and the NRG Member may compromise or settle any unpaid Cash Grant Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under the NRG Cash Grant Recapture Indemnity Agreement.

Consent to Certain Actions. Pursuant to Section 6.01 of the Merger Agreement, Parent hereby agrees that the payment of certain additional fees to Oak Hill Capital Management, Inc. and Olympus Growth Fund III, L.P. as Company Closing Costs and the forgiveness of certain indebtedness of management stockholders in connection with the Merger as described in the Unanimous Written Consent of the Board of Directors of the Company dated as of January 30, 2007, a counterpart of which is attached hereto as Annex B will not constitute a breach of any representation or covenant of the Company under the Merger Agreement.

Consent to Certain Actions. Each of the Stockholders, by execution of this Agreement, does hereby, (a) consent to the creation of the New Shares and the issuance of the New Shares in exchange for the Old Shares, (b) consent to the creation of the Series C-1 Senior Preferred Stock of the Company and the issuance of the Series C-1 Senior Preferred Stock of the Company in exchange (the “Series C Preferred Stock Exchange”) for the Series C Senior Preferred Stock of the Company pursuant to the Series C Preferred Stock Subscription and Exchange Agreement, dated as of May 9, 2012, by and among the Company and Avista Capital Partners, L.P. and Avista Capital Partners (Offshore), L.P., and (c) waive such Stockholder’s rights, if any, to acquire capital stock of the Company in connection with the Series C Preferred Stock Exchange pursuant to Section 1(h) of the Fourth Amended Certificate of Designation of Series B Senior Convertible Preferred Stock of the Company. Each Stockholder acknowledges and agrees that this Agreement constitutes such Stockholder’s written consent to the foregoing pursuant to Section 228 of the General Corporation Law of the State of Delaware. Promptly following the execution of this Agreement, each Stockholder shall deliver a signed and dated copy of this Agreement to the Secretary of the Company and hereby directs the Secretary of the Company to file the fully executed copy of this Agreement with the books and records of the Company in accordance with Section 228 of the General Corporation Law of the State of Delaware.

Consent to Certain Actions. Pursuant to Section 5.01 of the Purchase Agreement, Buyer hereby consents in writing to the taking of the following actions by Seller: a. the entrance by Smart into the Addendum to Smart Tuition Agreement, dated August 14, 2015, by and between Smart, LLC and the Archdiocese of Philadelphia, Office of Catholic Education in the form attached as Exhibit A to this Agreement; b. the entrance by Smart into the Consulting Agreement, dated effective as of September 7, 2015, between Smart and Gen Y Technologies in the form attached as Exhibit B to this Agreement; c. the payment by Smart in connection with the Closing of certain bonus amounts to certain employees of Smart to the persons and in the amounts set forth on Exhibit C attached hereto; d. the transfer by Smart to ▇▇▇ ▇▇▇▇▇▇ of an automobile having a value of $7,700.00 for no consideration; ACTIVE 210177768v.8 e. the hiring of the persons set forth on Exhibit D in the positions set forth opposite each such person’s name on Exhibit D; f. the entrance by Smart into the Consulting Agreement, dated June 23, 2015, between Smart and Synechron, Inc. and amended on September 30, 2015 in the form attached as Exhibit E to this Agreement; and g. the entrance by Smart into the Amendment dated September 19, 2015 to that certain Preferred Vendor Agreement between Smart and the Diocese of Toledo originally dated August 27, 2014 and attached as Exhibit F to this Agreement.

Consent to Certain Actions. The Company hereby agrees that the Company will not take, and will not permit any of its Subsidiaries to take, any of the actions set forth on Schedule 2 attached hereto and incorporated by reference, and each of the Stockholders hereby agrees that it shall not take, and shall not vote any Voting Securities owned by it or over which it has voting control for or approve, or cause any of the directors designated by it to vote for or approve, any of the actions set forth on Schedule 2, unless such action has been approved by either (a) the affirmative vote of (i) at least one of the directors designated by the Majority FFL Holders who is also an employee of FFL or one of its Affiliates and (ii) at least one of the directors designated by the Majority TA Holders who is also an employee of TA or one of its Affiliates or (b) the Majority FFL Holders and the Majority TA Holders. The Company will make any necessary or appropriate amendments to the charter or bylaws of the Company or any Subsidiary of the Company to reflect the provisions of this Section 3.2.

Consent to Certain Actions. The Guarantor shall be allowed to undertake any of the actions prohibited in Sections 7.7.3, 7.7.4 or 7.7.5, with the prior written consent of the Lender. In the event that the Borrower requests any such consent in writing, if the Lender does not within fifteen (15) Business Days of the Lender's receipt of such written request, and all information reasonably required in order to evaluate such request, provide either the Lender's written consent or disapproval thereof, such consent shall be deemed to have been granted by the Lender.