Common use of Consent to Certain Actions Clause in Contracts

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existing relationship between the Guarantor and Borrower has been changed or ended and whether or not this Guaranty has been revoked, Lender may, but shall not be obligated to, enter into transactions resulting in the creation or continuance of the Indebtedness, without any consent or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. Whether (a) Each of the Stockholders hereby irrevocably agrees that such Stockholders will not vote or permit to be voted any Securities having voting right that are owned by such Stockholder or over which such Stockholder has voting control, and shall use such Stockholder's best efforts to cause such Stockholder's designees as directors not to vote, in favor of any existing relationship between action referred to in Schedule 4 that has not been approved by the Guarantor Majority Heritage Holders, provided, that approval (by written consent or by affirmative vote at a meeting of the Board of Directors) by one director of Holding who was designated as such by the Majority Heritage I Holders pursuant to any of Sections 3.1(a), (b) or (c) above, as the case may be, or by one director of Holding who was designated as such by the Majority Heritage II Holders pursuant to any of such subsections, shall constitute due consent of the Majority Heritage Holders for purposes of this Section 3.2. Notwithstanding the foregoing or anything stated in Schedule 4 hereto, no such approval shall be required for Holding or any of its Subsidiaries to perform any of their respective obligations under this Agreement, the Stock Purchase Agreement, any Repurchase Agreement, Holding's By- Laws, or any employee stock incentive or option plan or any other agreement to which the Company is a party or otherwise board approved by the Board of Directors of Holding prior to the ▇▇▇▇▇▇▇ Closing Date, or approved by the Board of Directors of Holding after the ▇▇▇▇▇▇▇ Closing Date in accordance with the provisions hereof, nor shall any such approval be required in order for any party hereto, or to any of the above agreements (other than Holding), or any person having rights under any of the above documents (other than Holding), to exercise any right or benefit provided to such party therein. (b) Holding and Borrower has been changed each of the Stockholders hereby agree with each Stockholder who is an employee of Holding or ended any of its Subsidiaries, or party to an Employment Agreement with Holding or any of its Subsidiaries, that any wanton and whether willful breach by any such employee Stockholder of the foregoing provisions of this Section 3.2 shall constitute grounds for termination for "Cause" of such Stockholder's employment by Holding or not this Guaranty has been revokedany such Subsidiary, Lender maynotwithstanding anything to the contrary stated in such Stockholder's Employment Agreement, but shall not be obligated to, enter into transactions resulting in the creation or continuance otherwise create any personal liability for any breach by such Stockholder 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 foregoing provisions 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 CodeSection 3.2.

Consent to Certain Actions. Whether (a) Each of the Securityholders hereby irrevocably agrees that such Securityholder will not vote or permit to be voted any Securities having voting rights that are owned by such Securityholder or over which such Securityholder has voting control, and shall use such Securityholder's best efforts to cause such Securityholder's designees as directors not to vote, in favor of any existing relationship between action referred to in Schedule 5 that has not been first submitted by written notice to ---------- the Guarantor Majority Heritage Holders at least ten (10) days' prior to the earlier of the taking of such action or any Board or stockholder action approving or ratifying any such action, provided, that such prior notice shall not be required in the event any such action shall have been approved (by written consent or by affirmative vote at a meeting of the Board of Directors) by one director of Holding who was designated as such by the Majority Heritage I Holders pursuant to any of Sections 3.1(a), (b) or (c) above, as the case may be, or by one director of Holding who was designated as such by the Majority Heritage II Holders pursuant to any of such subsections. Notwithstanding the foregoing or anything stated in Schedule 5 hereto, no such prior written notice ---------- or prior approval shall be required for Holding or any of its Subsidiaries to perform any of their respective obligations under this Agreement, the Stock Purchase Agreement, any Repurchase Agreement, Holding's By-Laws, or any employee stock incentive or option plan or any other agreement to which the Company is a party or otherwise board approved by the Board of Directors of Holding prior to the ▇▇▇▇▇▇▇ Closing Date, or approved by the Board of Directors of Holding after the ▇▇▇▇▇▇▇ Closing Date in accordance with the provisions hereof, nor shall any such prior written notice or prior approval be required in order for any party hereto, or to any of the above agreements (other than Holding), or any person having rights under any of the above documents (other than Holding), to exercise any right or benefit provided to such party therein. (b) Holding and Borrower has been changed each of the Securityholders hereby agree with each Securityholder who is an employee of Holding or ended any of its Subsidiaries, or party to an Employment Agreement with Holding or any of its Subsidiaries, that any wanton and whether willful breach by any such employee Securityholder of the foregoing provisions of this Section 3.2 shall constitute grounds for termination for "Cause" of such Securityholder's employment by Holding or not this Guaranty has been revokedany such Subsidiary, Lender maynotwithstanding anything to the contrary stated in such Securityholder's Employment Agreement, but shall not be obligated to, enter into transactions resulting in the creation or continuance otherwise create any personal liability for any breach by such Securityholder 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 foregoing provisions 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 CodeSection 3.2.