Amendment of the Operating Agreement Sample Clauses

Amendment of the Operating Agreement. Except as expressly amended ------------------------------------- and modified hereby, the Operating Agreement shall remain unchanged and in full force and effect.
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Amendment of the Operating Agreement. Notwithstanding anything in the Operating Agreement to the contrary, from and after November 30, 2010, the Operating Agreement will be amended as follows: A. The following Section 2.1(b)(iv) is hereby added to the Operating Agreement:
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Amendment of the Operating Agreement. Rentech and HTIG agree that the Operating Agreement is hereby amended, effective immediately prior to the Effective Date, to the extent necessary to provide that the operating profit or loss, cash flow, and gain or loss from the disposition of Company properties is specially allocated to them in accordance with the allocations of ownership of Intellectual Property and Derivative Works set forth in this Agreement. The Members further agree that the Operating Agreement shall be deemed amended immediately prior to the effective time to delete sections 4.1(c), 7.4, 9.4, 9.5 of the Operating Agreement. To the extent there is any conflict between the terms of the FTS Contracts and this Agreement, the terms of this Agreement shall prevail.
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Amendment of the Operating Agreement. The Operating Agreement shall be amended to provide: (a) For the purchase of Member's remaining Membership Interest or Teltran's Membership interest based on a valuation of the Acquired Company determined by Teltran with Member having the election to purchase Teltran's interest or sell its membership interest all at a pro-rata portion of the aforesaid valuation. If the purchase price exceeds $2,000,000 the purchase price shall be payable in installments over an eighteen (18) month period with one half the amount payable at closing. The unpaid balance shall be secured by the entire membership interest or in the case of purchase by Teltran, shares of Teltran's common stock in addition to such interest. (b) Obligation of Teltran and any of its subsidiaries to provide equipment and CIC code and other agreements and leases previously obtained (as set forth in Exhibit 1) or to be obtained by Teltran in its name for the benefit of the Acquired Company, even if Teltran's interest in the Acquired Company is repurchased. (c) For the management provisions set forth in paragraph 2.5.
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Amendment of the Operating Agreement. This Operating Agreement may be amended, in whole or in part, upon the written consent of all Members.
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Amendment of the Operating Agreement. 1.1 In the event the PSA and SPA are terminated and no Closing occurs, then this Amendment shall terminate concurrently with such terminations of the PSA and SPA, and the Operating Agreement shall remain in effect in accordance with its terms. 1.2 The right and obligation of Penelec, and of Genco as Penelec's assignee, to operate and maintain the Switching Station under the Operating Agreement shall terminate as of the Closing. The parties to the Operating Agreement shall use reasonable efforts to settle all accounts and wind-up all transactions under said agreement relating to the Switching Station as promptly as practicable after the Closing. 1.3 The right and obligation of Genco, as Penelec's assignee, to operate and maintain the Generating Station under the Operating Agreement shall continue under the Operating Agreement in accordance with its terms as of and after the Closing. Notwithstanding Penelec's status as assignor of the Operating Agreement to Genco, Penelec shall have no obligation or liability as of and after the Closing for, or in connection with, the operation and maintenance of the Generating Station or the Switching Station under the Operating Agreement, and, effective as
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Amendment of the Operating Agreement except for the matters set forth in Paragraph 16.1.11, as to which the Manager alone may adopt amendments, and except for the matters set forth in Paragraph 16.2.11 hereof, as to which the approval of all Members who would be adversely affected is required for amendment; and
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Related to Amendment of the Operating Agreement

  • Operating Agreement The Borrower will not amend, modify, waive or terminate any provision of its operating agreement without the prior written consent of the Administrative Agent.

  • AMENDING OPERATING AGREEMENT This Agreement may only be amended by an affirmative vote or consent of all Members.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 21, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Second Amendment to Exhibit A to Services Agreement Exhibit A to the Services Agreement shall be, and here by is, supplemented with the following:

  • Amendment and Restatement; No Novation (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

  • Amendment to Loan Agreement Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Loan Agreement is hereby amended as follows:

  • Amendment and Restatement of the Existing Credit Agreement The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

  • Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.

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