Amendment of Material Agreements, Etc Sample Clauses

Amendment of Material Agreements, Etc. Except with the prior ------------------------------------- written consent of the Required Holders, the Company shall not agree to any amendment or modification of, or grant any waiver or fail to enforce any of its rights pursuant to, any of the Material Agreements if such amendment, modification, waiver or failure has or could have, directly or indirectly, any Material Adverse Effect or any material adverse effect on any holder of any then outstanding Investor Securities or on the rights, remedies or interests of such holder hereunder or under any of the Material Agreements. Except to the extent prohibited by the Company's principal senior bank credit facility as from time to time in effect, neither the Company nor any of its Subsidiaries shall remain or become a party to or be bound by any agreement, deed, lease or other instrument which imposes any restriction or limitation on Distributions that are required to be made by the Company on or in respect of the Investor Securities or which restricts the ability of the Company's Subsidiaries to pay dividends or to make advances to the Company; provided, however, that the Company and its -------- ------- Subsidiaries may become and remain party to the Material Agreements as in effect on the date hereof, with such changes therein as the Required Holders may agree to in writing, and may perform their respective obligations thereunder to the extent not otherwise inconsistent with the Investor Agreements. Except to the extent required by applicable law, neither the Company nor any of its Subsidiaries shall transfer any of its surplus to capital if as a result thereof the Company's ability to perform any of the terms of the Investor Agreements would be impaired.
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Amendment of Material Agreements, Etc. None of Holdings, the Borrower nor any of their Subsidiaries shall: (a) Amend, modify or change in any manner any material term or condition of any Supply ProFrac Agreement or give any consent, waiver or approval thereunder in respect of any material term or condition or waive any default under or breach of any material term or condition of any such Supply ProFrac Agreement or cancel or terminate any such Supply ProFrac Agreement (including by way of assignment of any Obligors’ (as applicable) rights thereunder) or consent to or accept any cancellation or termination thereof (other than upon the scheduled expiration in accordance with the terms thereof) without the Lenders’ sole and absolute written consent; (b) Amend, modify or change in any manner any material term or condition of any Material Agreement (other than any Supply ProFrac Agreement which shall be subject to clause (a) above) or give any consent, waiver or approval thereunder in respect of any material term or condition or waive any default under or breach of any material term or condition of any Material Agreement (other than any Supply ProFrac Agreement which shall be subject to clause (a) above), except for any such amendment, modification, change, waiver, consent or approval or other action that could not reasonably be expected to have a Material Adverse Effect; (c) Cancel or terminate any Material Agreement (other than any Supply ProFrac Agreement which shall be subject to clause (a) above) (including by way of assignment of any Obligors’ (as applicable) rights thereunder) or consent to or accept any cancellation or termination thereof (other than upon the scheduled expiration in accordance with the terms thereof), other than any such termination, cancellation, consent or acceptance that could not reasonably be expected to have a Material Adverse Effect; and/ or (d) Enter into any Material Supply Agreement or Material Vendor Agreement after the Agreement Date without the consent of the Required Lenders.
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Related to Amendment of Material Agreements, Etc

  • Amendment of Material Documents No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness, or (b) its charter, articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents, to the extent any such amendment, modification or waiver would be adverse to the Lenders.

  • Adverse Agreements, Etc No Loan Party or any of its Subsidiaries is a party to any Contractual Obligation or subject to any restriction or limitation in any Governing Document or any judgment, order, regulation, ruling or other requirement of a court or other Governmental Authority, which (either individually or in the aggregate) has, or in the future could reasonably be expected (either individually or in the aggregate) to have, a Material Adverse Effect.

  • Amendment to Material Documents The Borrower will not, and will not permit any of its Subsidiaries to, amend, modify or waive any of its rights under (a) its certificate of incorporation, bylaws or other organizational documents or (b) any Material Agreements, in each case in any manner that is materially adverse to the interests of the Lenders or the Administrative Agent.

  • Compliance with Material Agreements Borrower shall, and shall cause each of its Subsidiaries to, comply in all material respects with all Senior Documents, material agreements, indentures, mortgages or documents binding on it or affecting its properties or business.

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that, other than for purposes of Article XI, any provision of the other Loan Documents which imposes additional burdens on any Borrower or its Subsidiaries or further restricts the rights of such Borrower or its Subsidiaries or gives the Administrative Agent or any Lender additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. (b) Each Borrower expressly acknowledges and agrees that each covenant contained in Article VIII, IX, or X hereof shall be given independent effect. Accordingly, no Borrower shall engage in any transaction or other act otherwise permitted under any covenant contained in Article VIII, IX, or X if, before or after giving effect to such transaction or act, such Borrower shall or would be in breach of any other covenant contained in Article VIII, IX, or X.

  • Agreements, Etc Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

  • Amendment and Restatement of Existing Credit Agreement Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B.

  • COMPLETE AGREEMENT AND WAIVER OF BARGAINING Section 1. This Agreement shall represent the complete Agreement between the Union and Employer. Section 2. The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited opportunity to make requests and proposals with respect to any subject matter not removed by law from the area of collective bargaining, and that the complete understandings and Agreements arrived at by the parties after the exercise of that right and opportunity are set forth in this Agreement. Therefore, the Employer and the Union, for the life of this Agreement, each voluntarily and unqualifiedly waives the right and each agrees that the other shall not be obligated to bargain collectively with respect to any subject or matter referred to or covered in this Agreement or with respect to any subject or matter not specifically referred to or covered in this Agreement, even though such subject or matter may not have been within the knowledge or contemplation of either or both of the parties at the time that they negotiated or signed this Agreement, unless they mutually agree to do so.

  • Effect of Supplemental Agreements Upon the execution of any supplemental agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder, shall be bound thereby.

  • Waivers and Supplemental Agreements with Consent of Holders With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

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