Amendments and Consents. This Agreement may be modified or amended only by the Member.
Amendments and Consents. (a) Any amendment of any provision of this Deed shall only be effective if made in accordance with the provisions of this Deed and if all parties hereto so agree in writing and any waiver of any breach or default under this Deed shall only be effective if the Security Trustee acting on the instructions of the Lenders or the Majority Lenders (as the case may be), agrees in writing. Any consent by the Security Trustee under this Deed must be made in writing.
(b) Any such waiver or consent may be given subject to any conditions thought fit by the Security Trustee acting on the instructions of the Lenders or the Majority Lenders, as the case may be, and shall be effective only in the instance and for the purpose for which it is given.
Amendments and Consents. 20.1 Subject to Clause 2, Clause 3 and Clause 4 of the Controlling Beneficiary Deed (as applicable) and (in the case of Funding 1) Clause 25 of the Funding 1 Deed of Charge and (in the case of Funding 2) Clause 12 of the Funding 2 Deed of Charge, no amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by (or by some person duly authorised by) each of the parties to this Agreement. In the case of a waiver, such waiver shall be effective only in the specific instance and as against the party or parties giving it for the specific purpose for which it is given. No single or partial exercise of, or failure or delay in exercising, any right under this Agreement shall constitute a waiver or preclude any other or further exercise of that or any other right.
20.2 Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee will each exercise all rights, powers, benefits and/or discretions conferred on it under this Agreement (including, without limitation, in giving its consent, approval or authorisation to any event, matter or thing requested hereunder) in accordance with Clauses 2, 3 and 4 of the Controlling Beneficiary Deed (as applicable) and (in the case of Funding 1) Clause 25 of the Funding 1 Deed of Charge and (in the case of Funding 2) Clause 12 of the Funding 2 Deed of Charge.
Amendments and Consents. The registered holder or holders of at least two-thirds of the unpaid principal amount of the Notes at the time outstanding may by agreement with the Company amend this Agreement, and any consent, notice, request or demand required or permitted to be given by the Purchasers or the holders of the Notes by any provision hereof shall be sufficient if given by the holder or holders of at least two-thirds of the unpaid principal amount of Notes at the time outstanding except that, without the written consent of the holders of all Notes at the time outstanding, no amendment to this Agreement shall extend the maturity of any Note, or alter the rate of interest or any premium payable with respect to any Note, or affect the amount of any required prepayments, or reduce the proportion of the principal amount of the Notes required with respect to any consent.
Amendments and Consents. To the extent that any of the provisions set forth herein constitute an amendment, or to give full effect to the transactions contemplated hereby any waiver or amendment is required to be given or made, to any relevant document of any entity referred to herein (including with respect to any applicable restrictions or prohibitions thereof), the parties hereby agree that such document is hereby amended to effectuate such transactions, and this Agreement shall constitute an amendment to such document, to the extent permitted by applicable laws. Further, where any further steps are required to be taken to give effect to such changes to a document as contemplated by this Agreement, the parties shall take such actions and use all reasonable endeavours to procure that such steps are taken promptly. Each party hereby further agrees that whenever such party’s consent is required with respect to all or any of the matters described herein, including, without limitation, with respect to any transfer, such party hereby consents on behalf of such party itself and on behalf of each of such party’s controlled affiliates (including, without limitation, on behalf of any entity in which such party is a direct or indirect member, shareholder or other representative) to such matter without any further action required.
Amendments and Consents. 1. Notwithstanding anything to the contrary contained in Section 7.6 and 7.8 of the Credit Agreement, USIS shall be permitted to sell all of the issued and outstanding capital stock of USI Care Management, Inc., Texas Professional Administrators, Inc. and USI Prescription Benefits Management Co. (the "Transferred Subsidiaries") to CBCA, Inc. ("CBCA") (the "Proposed Sale"), on the terms and conditions previously disclosed to the Lenders in the Stock Purchase Agreement by and among CBCA, the Borrower, USIS and the Transferred Subsidiaries, dated as of April 1, 2002 (the "Stock Purchase Agreement"), provided that (i) the Proposed Sale is an arm's length transaction and is for -------- fair market value (as determined in good faith by the USIS), (ii) at the closing of the Proposed Sale USIS receives (x) Net Proceeds (which term as used in this Sixth Amendment, for the purposes of Section 3.1(b)(i)(A) of the Credit Agreement, shall take into account the deductions, estimates of which are set forth on Schedule I attached hereto) in an amount equal to $16.3 million in cash (the "Closing Cash Payment") and (y) a secured non-negotiable subordinated promissory note from CBCA (the "CBCA Note") with a principal amount equal to the Deferred Payment Amount (as defined in the Stock Purchase Agreement), it being understood and agreed that the CBCA Note shall be (A) guaranteed and secured on the terms and conditions previously disclosed to the Lenders in the guaranty and security agreements presented to the Lenders and (B) pledged to the Lenders pursuant to the terms of the Subsidiary Pledge and Security Agreement and (iii) 100% of the (x) Closing Cash Payment and (y) Net Proceeds from the Deferred Payment Amount (which, assuming satisfaction of applicable performance thresholds is estimated to be at least $6.2 million), in each case, shall be applied immediately upon the receipt thereof by USIS to repay the Term Loans in accordance with Section 3.1(b)(i)(A) of the Credit Agreement. In the event that the Net Proceeds of the Proposed Sale received at the closing exceed $16.3 million, the such excess proceeds shall be applied to repay the Term Loans in accordance with Section 3.1(b)(i)(A) of the Credit Agreement within three business days following receipt, it being understood and agreed that such application is not a condition precedent to consummation of the Proposed Sale.
Amendments and Consents. (a) Any amendment of any provision of the Finance Documents shall only be effective if made in accordance with provisions with this Agreement and the Borrower and the Facility Agent so agree in writing and any waiver of any breach or default under the Finance Documents shall only be effective if the Facility Agent acting on the instructions of the Lenders or the Majority Lenders, as the case may be agrees in writing. Any consent by the Facility Agent under this Agreement must be made in writing.
(b) Any such waiver or consent may be given subject to any conditions thought fit by the Facility Agent or the Lenders or the Majority Lenders, as the case may be, and shall be effective only in the instance and for the purpose for which it is given.
Amendments and Consents. (a) Any amendment of any provision of this Assignment shall only be effective if made in accordance with provisions with this Assignment and if all the parties hereto so agree in writing and any waiver of any breach or default under this Assignment shall only be effective if the Security Trustee acting on the instructions of the Finance Parties or the Majority Finance Parties (as the case may be) agrees in writing. Any consent by the Security Trustee under this Assignment must be made in writing.
(b) Any such waiver or consent may be given subject to any conditions thought fit by the Security Trustee acting on the instructions of the Finance Parties or the Majority Finance Parties, as the case may be, and shall be effective only in the instance and for the purpose for which it is given.
Amendments and Consents. (a) Any amendment of any provision of this Deed shall only be effective if made in accordance with provisions with this Deed and executed in writing by both the Guarantor and the Security Trustee. Any waiver of any breach or default under this Deed shall only be effective if the Security Trustee acting on the instructions of the Lenders agrees in writing. Any consent by the Security Trustee under this Deed must be made in writing.
(b) Any such waiver of or consent under any provision of this Deed may be given in writing subject to any conditions thought fit by the Security Trustee or the Lenders and shall be effective only in the instance and for the purpose for which it is given.
Amendments and Consents. (h) of the Holdings Guaranty is hereby amended to read in its entirety as follows:
