Amendment of and Notices under Major Project Documents Sample Clauses

Amendment of and Notices under Major Project Documents. The Borrower shall not, except with the prior written consent of the Guarantor: (i) agree, directly or indirectly, to any assignment, suspension, termination, replacement or rescission, or waive any right to consent to any assignment, suspension, termination, replacement or rescission with respect to, or assign any of its duties or obligations under any Major Project Document (other than Site Leases) or Required Approval (to the extent such Required Approval is required to be in effect as of such date); (ii) agree, directly or indirectly, to any assignment, suspension, termination, replacement or rescission, or waive any right to consent to any assignment, suspension, termination, replacement or rescission with respect to, or assign any of its duties or obligations under any Site Lease of any Major Landlord to the extent that such assignment, suspension, termination, replacement or rescission affects at least the majority of the Site Leases with such Major Landlord; (iii) agree, directly or indirectly, to any Change Order, amendment or waiver, with respect to any Major Project Document (other than Site Leases); (iv) agree, directly or indirectly, to any Change Order, amendment or waiver, with respect to any Site Lease of any Major Landlord to the extent that such Change Order, amendment or waiver affects at least the majority of the Site Leases with such Major Landlord; or (v) without limiting the generality of the foregoing, agree, directly or indirectly, to any adjustment or other modification to the CPO Services or the Service Fees (as each such term is defined in the Intercompany Services Agreement), whether or not such adjustments or modification is contemplated in the Intercompany Services Agreement, or to the provision under the Intercompany Services Agreement of ‘Additional Services’ as defined in the Intercompany Services Agreement, except for any termination and replacement of a Major Project Document with a party other than an Affiliate of the Borrower made in accordance with Section 3.05(c) (Mandatory Prepayments), Section 9.01(b)(i) (Other Transactions), Section 10.01(g)(ii) (Breach or Default Under Major Project Documents), Section 10.01(i) (Unenforceability Any Transaction Documents), Section 10.01(j) (Termination of Major Project Documents), Section 10.01(m) (Bankruptcy; Insolvency; Dissolution) or Section 7.22 (Prohibited Persons) to avoid the occurrence of an Event of Default.
Sample 1
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Related to Amendment of and Notices under Major Project Documents

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Definitions For purposes of this Agreement:

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

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