Amendments Requiring Consents Sample Clauses

Amendments Requiring Consents. Sections 2.1, 3.2, 3.3, 4.1, 5.1, 5.2, 5.3, 6.2, 8.1, 11, 12.1, 13.2, 14, 15.10, 15.13, 15.18 of this Agreement may be modified or amended only with the written consent of the Manager and the consent of Members holding at least sixty-six and two-thirds percent of the issued and outstanding Units of all Members. Except as otherwise provided in Section 14.2 below, the other Sections of this Agreement (and all defined terms used therein) may be modified or amended only with the written consent of the Manager and a Majority in Interest.
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Amendments Requiring Consents. Except as required by law or as otherwise provided herein, this Agreement may be amended upon approval of the Independent Directors and the approval of Members, which approval will be obtained through a Non-Investment Company Act Vote pursuant to Section 3.2; provided that no such amendment shall (a) increase any Member’s Capital Commitment, (b) reduce such Member’s share of the Fund’s distributions, income and gains, increase its share of the Fund’s losses, in each case, relative to other Members, or increase its share of the Management Fees payable by such Member or adversely affect the limited liability of such Member without the written consent of each Member so affected, (c) change the required majority necessary for any consent required under the provisions of this Agreement for the taking of an action unless such amendment is approved by Members holding not less than a majority of the Units with respect to action on the subject of such proposed amendment, or (d) make any amendment or supplement to any provision of this Agreement which relates to ERISA or ERISA Members in their capacity as ERISA Members, as applicable, which negatively impacts such ERISA Members without the consent of the holders of a majority of the Units who have identified themselves to the Investment Manager as ERISA Members.
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Amendments Requiring Consents. Sections 2.1, 3.2, 3.3, 4.1, 4.3, 5.1, 5.2, 5.3, 6.2, 7.1, 7.7, 8.1, 11, 12.1, 13.2, 14, and 15.11 of this Agreement may be modified or amended only with the written consent of the General Partner and Limited Partners (other than Defaulting Limited Partners) with at least sixty- six and two thirds percent (66-2/3%)of the aggregate Voting Interests of all Limited Partners (other than Defaulting Limited Partners). Except as otherwise provided in Section 14.2 below, the other Sections of this Agreement (and all defined terms used therein) may be modified or amended only with the written consent of the General Partner and a Majority in Interest.
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Amendments Requiring Consents. Except as otherwise provided in Section 14.2 below, the other Sections of this Agreement (and all defined terms used therein) may be modified or amended only with the written consent of the Manager and a Majority in Interest.
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Amendments Requiring Consents. Except as required by law or as otherwise provided herein, this Agreement may be amended upon approval of the Fund’s independent directors and the approval of Members, which approval will be obtained through a Non-Investment Company Act Vote pursuant to Section 3.2; provided that no such amendment shall (a) increase any Member’s Capital Commitment, (b) reduce such Member’s share of the Fund’s distributions, income and gains, increase its share of the Fund’s losses, in each case, relative to other Members, or increase its share of the Management Fee payable by such Member or adversely affect the limited liability of such Member without the written consent of each Member so affected, (c) change the required majority necessary for any consent required under the provisions of this Agreement for the taking of an action unless such amendment is approved by Members holding not less than a majority of the Units with respect to action on the subject of such proposed amendment, or (d) make any amendment or supplement to any provision of this Agreement which deals with ERISA or ERISA Members, as applicable, without the consent of the holders of a majority of the Units who have identified themselves to the Investment Manager as ERISA Members. In addition, notwithstanding anything to the contrary herein, with respect to the section of the Private Placement Memorandum entitled “INVESTMENT APPROACH — Investment Guidelines,” each of the subsections entitled “Single Issuer,” “Single Industry,” and “Leverage” may be amended, supplemented or waived upon approval of the Fund’s independent directors and the approval of Members, which approval will be obtained through a Non-Investment Company Act Vote pursuant to Section 3.2.
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Amendments Requiring Consents. Any provision of this Agreement and the Investment Guidelines may be modified or amended only with the written consent of the General Partner and Majority in Interest.
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Amendments Requiring Consents. Except as otherwise provided in Section 14.2, and subject to Section 7.3(b)(x), this Agreement may be amended upon and only upon the written consent of the Credit Committee and each Anchor Member. Notwithstanding the foregoing, (i) any amendment that would materially increase the obligations of a Member, modify the limited liability of a Member or materially and adversely alter such Member’s rights with respect to voting, distributions, Net Income and Net Losses or proceeds upon a termination and winding up of the Company must be approved by such Member and (ii) any amendment that would materially increase the obligations or liabilities of a Manager or materially and adversely affect such Manager’s rights with respect to indemnification must be approved by such Manager.
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Related to Amendments Requiring Consents

  • Amendments; Waivers; Consents No modification, amendment or waiver of, or with respect to, any provision of this Agreement or the Related Documents, shall be effective unless it shall be in writing and signed by each of the parties hereto. This Agreement, the Related Documents and the documents referred to therein embody the entire agreement among the Seller, the Subservicer, the Purchaser and the Master Servicer, and supersede all prior agreements and understandings relating to the subject hereof, whether written or oral.

  • Amendments; Consents and Waivers No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller shall provide the Indenture Trustee and each Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor of all of its right, title and interest in and to each Timeshare Loan to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreement.

  • CONSENTS, AMENDMENTS, WAIVERS, ETC Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

  • Definitions; Consent Required The term "Utility Installations" is used in this Lease to refer to all air lines, power panels, electrical distribution, security, fire protection systems, communications systems, lighting fixtures, heating, ventilating and air conditioning equipment, plumbing, and fencing in, on or about the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment which can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modification of the improvements on the Premises which are provided by Lessor under the terms of this Lease, other than Utility Installations or Trade Fixtures. "Lessee-Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). Lessee shall not make nor cause to be made any Alterations or Utility Installations in, on, under or about the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without Lessor's consent but upon notice to Lessor, so long as they are not visible from the outside of the Premises, do not involve puncturing, relocating or removing the roof or any existing walls, or changing or interfering with the fire sprinkler or fire detection systems and the cumulative cost thereof during the term of this Lease as extended does not exceed $2,500.00.

  • Amendments, Waivers and Consents Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, the Required Lenders and the Borrower, provided, however, that:

  • Consents Amendments and Waivers Any term of this Agreement may be amended, and the observance of any term hereof may be waived (either generally or in a particular instance), only with the written consent of the 63% in Interest Purchasers and the written consent of the Company. Any amendment or waiver effected in accordance with this Section 8.8 shall be binding upon each of the parties hereto.

  • Amendments; Waivers; Modifications This Security Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 9.1 of the Credit Agreement.

  • Amendments; Consents No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

  • Amendments; Waivers No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and each Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

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