Amendments without Material Adverse Effect Sample Clauses

Amendments without Material Adverse Effect. Without the consent of the Noteholders, the Issuer and the Indenture Trustee may, and when directed by Issuer Order will, amend this Indenture to add terms to, to change or eliminate the terms of, or to amend (other than the amendments in Section 9.2) the rights of the Noteholders under, this Indenture, if: (i) the Issuer or the Administrator delivers, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the amendment will not (A) cause a Note to be considered sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Rating Agency Condition has been satisfied.
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Amendments without Material Adverse Effect. Other than as set forth in Section 9.2, the Trust and the Indenture Trustee may, and the Indenture Trustee when directed by Trust Order will, amend this Indenture, also without the consent of the Noteholders, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture, if: (i) the Administrator delivers to the Indenture Trustee an Officer’s Certificate stating that the Administrator reasonably believes that the amendment will not have a material adverse effect on the Notes; or (ii) the Rating Agency Condition has been satisfied with respect to the Notes; provided that the Rating Agency Condition must be satisfied with respect to the Notes as a condition precedent with respect to any amendment to this Indenture entered into for the purpose of permitting the Trust to pay any amounts due to any Letter of Credit Provider from Series 2023-5 Available Funds on each Payment Date at a more senior priority than set forth under Section 8.2.
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Amendments without Material Adverse Effect. Other than as set forth in Section 9.2, without the consent of the Noteholders, the Issuer and the Indenture Trustee may, and the Indenture Trustee when directed by Issuer Order will, amend this Indenture to add terms to, or to change or eliminate the terms of, this Indenture or to modify in any manner the rights of the Noteholders under this Indenture, if: (i) the Administrator delivers to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; or (ii) the Rating Agency Condition has been satisfied.
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Amendments without Material Adverse Effect. Without the consent of the Exchange Noteholders, the parties may amend this Agreement or an Exchange Note Supplement to add terms to, to change or eliminate the terms of, or to modify the rights of the Exchange Noteholders under, this Agreement or the Exchange Note Supplement, if: (i) the Borrowers deliver to the Collateral Agent and the Administrative Agent an Officer's Certificate stating that the amendment will not have a material adverse effect on the Exchange Notes; and (ii) the Borrowers deliver an Opinion of Counsel to the Collateral Agent and the Administrative Agent stating that the amendment will not (A) cause a Note to be considered sold or exchanged for purposes of Section 1001 of the Code or (B) cause a Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.
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Amendments without Material Adverse Effect. Other than as set forth in Section 9.2, the Trust and the Indenture Trustee may, and the Indenture Trustee when directed by Trust Order will, amend this Indenture, also without the consent of the Noteholders, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture, if: (i) the Administrator delivers to the Indenture Trustee an Officer’s Certificate stating that the Administrator reasonably believes that the amendment will not have a material adverse effect on the Notes; or (ii) the Rating Agency Condition has been satisfied with respect to the Notes.
Sample 1

Related to Amendments without Material Adverse Effect

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Date, there has been no Material Adverse Effect.

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