Prior Consent. No assignment may be consummated pursuant to this Section 11.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative Borrower and Agent shall not be unreasonably withheld; provided that the consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.
Prior Consent. You will not accept for payment by Card any amount representing a deposit or partial payment for goods or services to be delivered in the future without the prior written consent of Processor. The acceptance of a Card for payment or partial payment of goods or services to be delivered in the future without prior consent will be deemed to be a breach of this Agreement and cause for immediate termination in addition to any other remedies available under the Laws or Rules.
Prior Consent. No transfer (other than a transfer by any Bank to any Affiliate of such Bank) may be consummated pursuant to this Section 0 in the minimum amount of Five Million Dollars ($5,000,000) without the prior written consent of the Borrower and the Agent, which shall not be unreasonably withheld; provided, however, that, (i) the consent of the Borrower shall not be required in the event a Bank transfers it's commitment to another Bank and (ii) no Bank shall make any transfer pursuant to this Section 0 if after giving effect to such transfer such Bank's Revolving Credit Commitment would be less than Five Million Dollars ($5,000,000) unless such Bank shall transfer all if its Revolving Credit Commitment and ceases to be a "Bank" under this Agreement; provided, further, that, if at the time of the proposed transfer the Borrower is the subject of a proceeding referenced in Sections 0 or 0 of this Agreement or an Event of Default has otherwise occurred which has not been waived by the Required Banks, the Borrower's consent shall not be required and any Bank may consummate a transfer contemplated by this Section 0 with the consent of the Agent. Notwithstanding anything to the contrary, any Bank may at any time (i) assign all or any portion of its rights under this Agreement and its Revolving Credit Notes to the Federal Deposit Insurance Corporation or other similar governmental agency, or (ii) create a security interest in all or any portion of such rights in favor of any Federal Reserve Bank, in each case in accordance with Regulation A or the Board of Governors of the Federal Reserve System,
Prior Consent. The Parties shall not be entitled to cede or assign this Agreement or any of its rights and obligations without the prior written consent of the other Party except to the Lenders for the purpose of providing security under the Finance Documents and except as provided in Clause 23.2 (Restructuring) hereto. Such consent shall not be unreasonably withheld.
Prior Consent. Any wiring instructions sent should be sent in a secured manner. 27 Be especially aware of any request to change any of the original wiring/money transfer information, change in the 28 person you have been working with on the transaction, or a subtle difference in their behavior, speech, or grammar. 29 These are some signs of a potential scam. Wiring instructions for closing attorneys, title companies and lenders 30 rarely if ever change, so any request to change this information should be handled with caution.
Prior Consent. Where Philips Group requires a third party’s prior consent for a transfer contemplated in Clauses 2.1 and 2.2, Royal Philips shall use its reasonable endeavors to procure such consent as soon as reasonably possible and will effect the assignment and transfer to PSI Group of such Transfer-Patents immediately thereafter.
Prior Consent. ACES shall not undertake any action with respect to the registration, renewal or infringement of VDC’s Intellectual Property rights without the prior written consent of VDC.
Prior Consent. The Pledgor shall not assign or transfer any of its rights and/or obligations under this Pledge without the prior written consent of the Security Trustee. The Security Trustee may assign and/or transfer part or all of its rights and/or obligations hereunder simultaneously with an assignment or transfer in accordance with the terms of the Notes. In such case the Pledgor will execute such documentation as considered necessary by the Security Trustee to effectuate such assignment and/or transfer.
Prior Consent. Each of the Company and the Selling Shareholder represent and agree that, without the prior consent of the Underwriter, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; the Underwriter represents and agrees that, without the prior consent of the Company or the Selling Shareholder, that it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus, other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Schedule I or prepared pursuant to Section 1(d) above (including any electronic road show), or (iii) any free writing prospectus prepared by the underwriter and approved by the Company and Selling Shareholder in advance in writing.