1Amendments Sample Clauses
1Amendments. The Parties hereto reserve the right to make amendments or modifications to this Agreement by written agreement signed by an authorized representative of each party.
1Amendments. Amendments to this Agreement may be proposed by the Managers or any Member. A proposed amendment shall be adopted and become effective as an amendment only on the approval of all of the Members.
1Amendments. (a) Subject to Section 10.1(c), the Manager may amend this Agreement at any time and from time to time, whether by changing any one or more of the provisions hereof, deleting any one or more provisions herefrom or adding one or more provisions hereto:
(i) without obtaining the authorization, approval, agreement, consent or vote of any Member or Assignee of any Series to: (A) cure any ambiguity or inconsistency herein, or (B) address any matter or question not addressed herein, provided that, in the Manager’s judgment, no such amendment has or could reasonably be expected to have a material adverse effect on any Series or the Members and Assignees thereof generally;
(ii) without obtaining the authorization, approval, agreement, consent or vote of any Member or Assignee or any Series: (A) to add to the obligations of the Manager hereunder, or surrender any right, power or authority granted to the Manager hereunder, for the benefit of any one or more Series or the Members or Assignees thereof; (B) to provide, pursuant to Section 3.4 that any one or more Additional Managers may possess and exercise any one or more of the rights, powers and authority possessed by the Manager under this Agreement; (C) to change the name of the Company or any Series; (D) to reflect the admission, substitution, and withdrawal of Members and Assignees effected after the date hereof in accordance with this Agreement; (E) to reflect Capital Contributions and Capital Withdrawals effected after the date hereof in accordance with this Agreement; (F) to adopt an Authorizing Resolution creating one or more Series; and (G) for such other purpose or purposes as the Manager may determine to be necessary, appropriate, advisable, incidental or convenient to the management and conduct of the business and affairs of the Company or any one or more Series, provided that, in the Manager’s judgment, no such amendment pursuant to this clause (G) has or could reasonably be expected to have a material adverse effect on the Company or any Series or the Members and Assignees thereof generally;
(iii) without obtaining the authorization, approval, agreement, consent or vote of any Member or Assignee of any Series, to cause any Series to enter into an agreement with any Member or Assignee thereof to waive or modify the application of any provision of this Agreement with respect to such Member or Assignee, provided that, in the Manager’s judgment, no such waiver or modification pursuant to this subparagraph ...
1Amendments. Except as otherwise provided herein, the Manager or the Majority of Members may propose, for consideration and action, an amendment to this Agreement, and a proposed amendment will become effective at such time as it is approved by the Members holding a Majority of the outstanding Membership Interests. Notwithstanding the foregoing, the Manager may amend this Agreement from time to time; provided, however, that any amendment that materially or adversely affects the rights of the Members to receive distributions, withdraw from the Company or their voting rights shall require the consent of the Manager and Majority of the Members.
1Amendments. The provisions of this Loan Agreement, any Note, the CBL Mortgage or any instrument or document executed pursuant hereto or securing the indebtednesses may be amended or modified only by an instrument in writing signed by the parties hereto and thereto.
1Amendments. This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, and any such amendment may, subject to the Interim Order and the Final Order and Law, without limitation:
(1) change the time for performance of any of the obligations or acts of the Parties;
(2) modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;
(3) waive compliance with or modify any inaccuracies or any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or
(4) waive compliance with or modify any mutual conditions contained in this Agreement, provided that such modification or amendment does not invalidate the approval of the Arrangement Resolution by the Company Shareholders.
1Amendments. This Agreement is subject to amendment only with the written Consent of the Manager and either (i) the Organizer or (ii) the Majority Members; provided, however, that no amendment to this Agreement may:
(a) Modify the limited liability of a Member; modify the indemnification and exculpation rights of the Covered Persons; or increase in any material respect the liabilities or responsibilities of, or diminish in any material respect the rights or protections of, any Member under this Agreement, in each case, without the Consent of each affected Member or Covered Person, as the case may be;
(b) Alter the interest of any Member in income, gains and losses or amend any portion of Article IV without the Consent of each Member adversely affected by that amendment; provided, however, that the admission of additional Members in accordance with the terms of this Agreement will not constitute an alteration or amendment;
(c) Amend any provisions of this Agreement that require the Consent, action or approval of Members without the Consent of those Members; or
(d) Amend or waive any provision of this Section 14.1(d)or Section 5.1.
1Amendments. This Agreement may be amended or modified, or any provisions hereof waived, only upon approval of the General Partner; provided, however, that: (i)(A) if there are any Preferred Units outstanding, any amendment to (x) the definitions of “Affiliate,” “Available Cash,” “Disposition Transaction,” “Distribution,” “Excluded Amounts,” “Indebtedness,” “IRR,” “Material Contract,” “Preference Amount,” “Preferred Payment Date,” “Replacement Credit Agreement,” “Return on Investment,” or “Unreturned Capital” in Article I, or Sections 2.4, 3.1(a), 3.1(b), 3.1(c), 4.1, 4.2, 4.3(h), 5.1, 5.3(b), 5.7, 5.8, 6.3(b), 6.5, 6.6, 6.7, 7.1. 7.2, 9.1, 9.5, 9.6, 12.2, Article XIV, 15.1, 15.12, 15.20 or 15.22, or (y) this Agreement that adversely affects the rights, obligations, privileges or preferences of the Preferred Units or the holders thereof (it being agreed that any amendment or modification to, or any waiver of any provisions of, this Agreement that derogates from the economic rights of a Preferred Partner or the governance or consent rights of a Preferred Partner or the Investor Representative (including upon the occurrence of an Investor Redemption Event or the right to elect to pursue an Exit Transaction) shall be deemed to adversely affect the rights, obligations, privileges and preferences of the Preferred Units and the holders thereof for the purposes hereof) must be approved in writing by the Investor Representative, (B) an amendment or modification redeeming or cancelling a Partner’s Units or reducing a Partner’s interest in Distributions must be approved in advance by (I) if the affected Units are Preferred Units, the Institutional Investor and, if the amendment, modification or reduction treats Preferred Units held by any Preferred Partner differently, in any material respect, than those held by other Preferred Partners, all other Preferred Partners or (II) if the affected Units are Common Units, the Xxxxxxx Investor and (C) an amendment or modification increasing any other obligation of a Partner to the Partnership pursuant to this Agreement or the limited liability of a Limited Partner shall be effective only with such Partner’s consent; and (ii) the Schedule of Limited Partners attached hereto may be updated by the General Partner as needed and in compliance with this Agreement; provided further, however, any modifications, amendments or waivers (including by any restatement or supplements) (a) effecting the obligations to appoint, and the rights of, an Indep...
1Amendments. The Credit Agreement is hereby amended as follows:
(a) Section 1.1. The following replaces the existing definition of such term in Section 1.1 in its entirety or adds such definition to Section 1.1:
1Amendments. Subject to the provisions of this Article X, the Majority Banks (or the Agent with the consent in writing of the Majority Banks) and the Company may enter into written agreements supplemental hereto for the purpose of adding or modifying any provisions to the Credit Documents or changing in any manner the rights of the Banks or the Company hereunder or waiving any Event of Default hereunder; provided that no such supplemental agreement shall, without the consent of all of the Banks:
(a) Extend the maturity of any Loan or reduce the principal amount thereof, or extend the expiry date of any Facility LC to a date after the scheduled Termination Date, or reduce the rate or extend the time of payment of interest thereon or fees thereon or Reimbursement Obligations related thereto.
(b) Modify the percentage specified in the definition of Majority Banks.
(c) Extend the Termination Date or increase the amount of the Commitment of any Bank hereunder (other than pursuant to Section 2.16) or the commitment to issue Facility LCs, or permit the Company to assign its rights under this Agreement.
(d) Amend Section 3.1, Section 6.10, this Section 10.1 or Section 12.11.
(e) Make any change in an express right in this Agreement of a single Bank to give its consent, make a request or give a notice.
(f) Except as provided in Section 10.3 or in any Collateral Document, release all or substantially all of the Collateral.
(g) Amend any provisions hereunder relating to the pro rata treatment of the Banks. No amendment of any provision of this Agreement relating to the Agent shall be effective without the written consent of the Agent, and no amendment of any provision relating to any LC Issuer shall be effective without the written consent of such LC Issuer. Notwithstanding the foregoing, no amendment to Section 4.7 shall be effective unless the same shall be in writing and signed by the Agent, the LC Issuer, if applicable, and the Majority Banks. Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting Bank, except with respect to any amendment, waiver or other modification referred to in clause (a) or (c) above and then only in the event such Defaulting Bank shall be directly affected by such amendment, waiver or other modification. If, in connection with any proposed amendment, waiver or consent requiring the consent of “all of the Banks”, the consent of the Majority Banks is obt...