Amendment of Organizational Documents; Material Indebtedness Sample Clauses

Amendment of Organizational Documents; Material Indebtedness. (a) Without the consent of the Agent (such consent, in any case, not to be unreasonably withheld, delayed or conditioned), and notwithstanding anything to the contrary in the Intercreditor Agreement, terminate, amend, modify or waive any term or provision of its certificate of partnership, limited partnership agreement, certificate of formation, operating agreement or other organizational documents in a manner materially adverse to the interests of the Lenders unless required by law. (b) Without the consent of the Agent (such consent, in any case, not to be unreasonably withheld, delayed or conditioned), terminate, amend, modify, change or waive any term or condition in any manner materially adverse to the interests of the Lenders of any documentation in respect of any Indebtedness (other than pursuant to the Notes Documents and the Term Loan Documents) having an aggregate outstanding principal amount in excess of 7,500,000. (c) Without the consent of the Agent (such consent, in any case, not to be unreasonably withheld, delayed or conditioned), terminate, amend, supplement, modify, change or waive any term or condition of any documentation (including the Term Loan Agreement) related to the Term Loan Facility, in any manner materially adverse to the interests of the Lenders.Note Document or Term Loan Document (x) in the event that such termination, amendment, modification, change or waiver would contravene the provisions of the applicable Intercreditor Agreements or this Agreement or (y) in the event that such termination, amendment, supplement, modification, change or waiver is materially adverse to the Lenders, provided that, in no event shall any amendment, supplement, modification, change, or waiver (A) without the consent of the Agent (in its sole discretion) (i) increase any “applicable margin”, “applicable rate” or similar component of the interest rate or the method of computing interest (but excluding in all such cases any such increase on account of a default or event of default) or increase any LIBOR or base rate “floor” applicable to the Indebtedness under the Note Purchase Documents or the Term Loan Documents, in each case, by an amount in excess of 300 basis points for all such increases after the Third Amendment Closing Date (measured to include any increases after the Third Amendment Closing Date in the form of original issue discount, upfront fees in lieu of interest or similar fees in lieu of interest and any other increases after the Thi...
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Amendment of Organizational Documents; Material Indebtedness. (a) Without the consent of the Agent, amend, modify or waive any term or provision of its certificate of partnership, limited partnership agreement, certificate of formation, operating agreement or other organizational documents in a manner materially adverse to the interests of the Lenders unless required by law. (b) Without the consent of the Agent, amend, modify, change or waive any term or condition in any manner materially adverse to the interests of the Lenders of any documentation in respect of any Indebtedness having an aggregate outstanding principal amount in excess of 7,500,000. (c) Without the consent of the Agent, amend, modify, change or waive any term or condition of any documentation (including the Term Loan Agreement) related to the Term Loan Facility, in any manner materially adverse to the interests of the Lenders.
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Amendment of Organizational Documents; Material Indebtedness. (a) Without the consent of the Required Purchasers, amend, modify or waive any term or provision of its certificate of partnership, limited partnership agreement, certificate of formation, operating agreement or other organizational documents in a manner materially adverse to the interests of the Purchasers unless required by law. (b) Without the consent of the Required Purchasers, amend, modify, change or waive any term or condition in any manner materially adverse to the interests of the Purchasers of any documentation in respect of any Indebtedness having an aggregate outstanding principal amount in excess of the Threshold Amount. (c) Without the consent of the Required Purchasers, amend, modify, change or waive any term or condition of any documentation (including the Revolving Credit Agreement) related to the Revolving Credit Facility in any manner materially adverse to the interests of the Purchasers.
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Amendment of Organizational Documents; Material Indebtedness of the Existing Note Purchase Agreement is amended by adding the following clause (d) at the end of such section:
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Related to Amendment of Organizational Documents; Material Indebtedness

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Organizational Documents; Incumbency Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

  • Certified Copies of Organizational Documents The Agent shall have received from each Borrower a copy, certified as of a recent date by the appropriate officer of each State in which such Person is organized and in which the Eligible Real Estate Assets are located and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter or operating agreement and/or other organizational agreements of such Borrower, as applicable, and its qualification to do business, as applicable, as in effect on such date of certification.

  • Delivery of Organizational Documents On or before the Closing Date, Borrower shall deliver or cause to be delivered to Lender copies certified by Borrower of all organizational documentation related to Borrower and/or the formation, structure, existence, good standing and/or qualification to do business, as Lender may request in its sole discretion, including, without limitation, good standing certificates, qualifications to do business in the appropriate jurisdictions, resolutions authorizing the entering into of the Loan and incumbency certificates as may be requested by Lender.

  • Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc (a) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse Change.

  • Amendments to Organizational Documents Parent will not, and will not permit any of its Subsidiaries to amend, modify, or grant any waiver or release under or terminate in any manner, any Organizational Documents in any manner materially adverse to, or which would impair the rights of, the Lenders.

  • Amendments or Waivers of Organizational Documents No Credit Party shall, nor shall it permit any of its Subsidiaries to, agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its Organizational Documents after the Third Restatement Date that is materially adverse to such Credit Party or such Subsidiary, as applicable, and to the Lenders.

  • Organizational Documents The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

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