Amendments and Related Matters Sample Clauses

Amendments and Related Matters. No amendment or waiver of any provision of any Credit Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks and Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent with respect to any Credit Document shall, unless in writing and signed by all Banks, do any of the following: (a) waive, or have the effect of waiving, any of the conditions specified in Section 3.1, (b) increase the Commitment of any Bank or subject the Banks to any additional obligations, (c) reduce the principal of, or interest on, the Loans, any Fee or any other amount payable to any Bank hereunder or under any other Credit Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Loans, any Fee or any other amount payable to any Bank hereunder or under any other Credit Document (including, without limitation, to extend the scheduled Termination Date), (e) change the relative percentage of the Commitments, or of the aggregate unpaid principal amount of the Loans, required for the Banks or any of them to take any action hereunder, (f) change the several nature of the obligations of the Banks hereunder or under the other Credit Documents, or (g) amend Section 2.7, 8.2, this Section 8.3 or Section 8.4(b); and provided, further, that no amendment, waiver or consent with respect to any Credit Document shall, unless in writing and signed by Agent in addition to the Banks required above to take such action, affect the rights or duties of Agent under this Agreement or any other Credit Document.
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Amendments and Related Matters. Neither this Agreement or any other Credit Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 13.
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Amendments and Related Matters. No amendment or waiver of any provision of this Agreement or any Note, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Majority Banks and Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent with respect to this Agreement or any Note shall, unless in writing and signed by all Banks, do any of the following: (a) increase the Commitments of any Banks or subject the Banks to any additional obligations, (b) reduce the principal of, or interest on, the Loans or fees or other amounts payable to Banks hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the Loans or any fees or other amounts payable to Banks hereunder, (d) change the relative percentage of the Commitments or of the aggregate unpaid principal amount of the Loans, or the number of Banks required for Banks or any of them to take any action hereunder or (e) amend this Section 8.3; and provided, further, that no amendment, waiver or consent with respect hereto shall, unless in writing and signed by Agent in addition to the Banks required above to take such action, affect the rights or duties of Agent under this Agreement.
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Amendments and Related Matters. Section 13.4 Costs and Expenses; Indemnification . . . . . . 71 Section 13.5 Oral Communications . . . . . . . . . . . . . . 72 Section 13.6 Entire Agreement . . . . . . . . . . . . . . . . 72 Section 13.7 Governing Law . . . . . . . . . . . . . . . . . 72 Section 13.8 Severability . . . . . . . . . . . . . . . . . . 72 Section 13.9 Counterparts . . . . . . . . . . . . . . . . . . 72 Section 13.10 Confidentiality . . . . . . . . . . . . . . . . 73 Section 13.11 Assignments and Participations . . . . . . . . . 73 Section 13.12 Waiver of Trial by Jury . . . . . . . . . . . . 77 Section 13.13 Choice of Forum and Service of Process . . . . . 77 Section 13.14 Remedies . . . . . . . . . . . . . . . . . . . . 78 Section 13.15 Right of Set-Off . . . . . . . . . . . . . . . . 78 Section 13.16 Effectiveness . . . . . . . . . . . . . . . . . 78 Schedule 1 Commitment Schedule and Addresses Schedule 2 Material Subsidiaries EXHIBITS Exhibit A Form of Assignment and Acceptance Agreement Exhibit B Form of Compliance Certificate Exhibit C-1 Form of Notice of Borrowing (Drawings) Exhibit C-2 Form of Notice of Borrowing (Continuations) Exhibit C-3 Form of Notice of Borrowing (Conversions) Exhibit D-1 Form of Opinion of Xxxxxx, Xxxxx & Xxxxx Exhibit D-2 Form of Opinion of General Counsel to the Borrower Exhibit E-1 Form of Revolving Credit Note Exhibit E-2 Form of Swingline Note Exhibit F-1 Form of CAF Advance Request Exhibit F-2 Form of CAF Advance Offer Exhibit F-3 Form of CAF Advance Confirmation
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Amendments and Related Matters. Each Party hereto that is also a “Party” to the Asia Restructuring Agreement dated as of November 5, 2009 (the “APAC Restructuring Agreement”) among the Canadian Debtors, the US Debtors, the EMEA Debtors, NNSA, and the APAC Entities signatory thereto (collectively, the “APAC Restructuring Agreement Parties”) acknowledges and agrees that the APAC Restructuring Agreement shall remain in full force and effect following the consummation of the transactions contemplated herein, except as expressly amended by this Agreement.
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Amendments and Related Matters. 46 Section 8.4 Costs and Expenses; Indemnification.......................46 Section 8.5 Oral Communications.......................................47 Section 8.6
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Amendments and Related Matters. 38 Section 8.4 Costs and Expenses; Indemnification.........................38 Section 8.5 Oral Communications.........................................39 Section 8.6 Entire Agreement............................................39 Section 8.7 Governing Law...............................................39 Section 8.8 Severability................................................40 Section 8.9 Counterparts................................................40 Section 8.10 Confidentiality.............................................40 Section 8.11 Assignments and Participations..............................40 Section 8.12 Waiver of Trial by Jury.....................................43 Section 8.13 Choice of Forum and Service of Process......................44 Section 8.14 Remedies....................................................44 Section 8.15 Right of Set-Off............................................44 Section 8.16 Acknowledgements............................................45 APPENDICES ---------- Appendix A - Defined Terms SCHEDULES --------- Schedule I - Commitment Schedule Schedule II - Pricing Schedules EXHIBITS -------- Exhibit A - Form of Assignment and Acceptance Agreement Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Request for Continuation of a Eurodollar Committed Loan Exhibit B-3 - Form of Request for Conversion of or to a Eurodollar Committed Loan Exhibit B-4 - Form of Bid Request Exhibit C-1 - Form of Note (Committed Loans) Exhibit C-2 - Form of Note (Bid Rate Loans) Exhibit D-1 - Form of Opinion of Xxxxxx & Xxxxxxx Exhibit D-2 - Form of Opinion of Xxxx Xxxxxxxx. CREDIT AGREEMENT ---------------- This CREDIT AGREEMENT, dated as of June 25, 2001 (this "Agreement"), is made by and among MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa corporation ("Borrower"), THE BANKS AND OTHER FINANCIAL INSTITUTIONS PARTIES HERETO (the "Banks"), CREDIT SUISSE FIRST BOSTON, as administrative agent for the Banks (in such capacity, "Agent"), COMMERZBANK AG, NEW YORK BRANCH, as Syndication Agent, and BANK ONE, NA, as Documentation Agent.
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Amendments and Related Matters. Section 14.4
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Amendments and Related Matters 
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Related to Amendments and Related Matters

  • Definitions and Related Matters For purposes of this Agreement, the capitalized terms used herein shall have the meanings assigned to them herein or in the attached Exhibit 1 and, for purposes of this Agreement and all other documents executed in connection herewith, the rules of construction set forth in Exhibit 1 shall govern.

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Capitalization and Related Matters (a) The Company has an authorized capital consisting of 230,000,000,000 shares of Common Stock and 25,000,000 shares in total of Series A-2 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series C Preferred Stock and collectively with the Series E Preferred Stock, “Preferred Stock”, of which 13,489,918,237 shares of Common Stock and 3,000 shares of Preferred Stock are issued and outstanding as of the date hereof (after giving effect to the transactions contemplated hereby) as set forth on Schedule 3.2(a) hereto. All of the outstanding shares of the Company’s capital stock are, and immediately after the Closing will be, validly issued and outstanding, fully paid and non-assessable. No such stock (i) was issued in violation of the preemptive rights of any shareholder or (ii) is held as treasury stock. All of the outstanding capital stock of the Company was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. (b) Except as set forth on Schedule 3.2(b) hereto, there are no outstanding securities convertible into Common Stock or any other capital stock of the Company nor any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, such capital stock or securities convertible into such capital stock (collectively, “Securities Rights”). Except as set forth on Schedule 3.2 hereto the Company (i) is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its capital stock; or (ii) has no liability for dividends or other distributions declared or accrued, but unpaid, with respect to any capital stock. (c) Except as set forth on Schedule 3.2(c) hereto, the Company is not a party to any agreement, understanding or arrangement, direct or indirect, relating to any class or series of the Company’s capital stock, including, without limitation, any voting agreement, restriction on resale, shareholder agreement or registration rights agreement.

  • Liens and Related Matters A. PROHIBITION ON LIENS. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 7.2 annexed hereto; ------------ (iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and (v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.

  • Press Releases and Related Matters Each Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of GE Capital or its affiliates or referring to this Agreement, the other Loan Documents or the Related Transactions Documents without at least 2 Business Days' prior notice to GE Capital and without the prior written consent of GE Capital unless (and only to the extent that) such Credit Party or Affiliate is required to do so under law and then, in any event, such Credit Party or Affiliate will consult with GE Capital before issuing such press release or other public disclosure. Each Credit Party consents to the publication by Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • Related Matters Notwithstanding anything herein to the contrary, additional conditions or restrictions related to such Options may be contained in the Plan or the resolutions of the Plan Committee authorizing such grant of Options.

  • Title and Related Matters IACH has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Schedules, IACH owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in the IACH Schedules, no third party has any right to, and IACH has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH or any material portion of its properties, assets, or rights.

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