Changes to Certain Transaction Documents Sample Clauses

Changes to Certain Transaction Documents. Each of TER and the Partnership hereby acknowledges and agrees that Xxxxx and BNAC may change, amend and/or modify any of the terms of the Amended Partnership Agreement, New GP Operating Agreement, Newco Operating Agreement, Amended Services Agreement, Amended Trademark License Agreement, Amended Trademark Security Agreement, Tax Matters Agreement or Value Enhancement Agreement in any manner and at any time as may be mutually agreed to by Xxxxx and BNAC; provided that no such amendment or modification may reduce the aggregate amount of the Contributions to be paid, or caused to be paid, by the New Partners at the First Closing or the Second Closing without the consent of the Partnership or materially increase the risk that a Governmental Approval will not be obtained on or before the Outside Date.
Sample 1
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Changes to Certain Transaction Documents. (i) Cause or consent to any amendment, waiver or other modification of Garnet's rights or obligations under any Transaction Document to which Garnet is a party, (ii) give or withhold any consent or authorization required under any Transaction Document to which Garnet is a party to the extent that Garnet is expressly entitled to give or withhold such consent or authorization pursuant to the terms of such Transaction Document to which Garnet is a party, or (iii) consent to any termination or assignment by any other Person (other than the Garnet Preferred Member) party to any Transaction Document to which Garnet is a party of such other Person's rights or obligations thereunder to the extent that such termination or assignment is expressly prohibited pursuant to the terms of such Transaction Document to which Garnet is a party without the consent of Garnet (except, in each case described in this clause (k), (x) to cure any ambiguity, omission, defect or inconsistency (so long as such amendment, waiver or other modification shall have no adverse effect on the Garnet Preferred Member) or (y) to comply with Section 5.1(a) of the Participation Agreement), unless the Managing Member shall have delivered to each Member a legal opinion of nationally recognized outside counsel experienced in structured finance (including Jones, Day, Garnet LLC Agreement Reavis & Pogue) to the effect that such consent, authorization, amxxxxxxt, xxxxxr or other modification (1) does not materially adversely affect the rights or obligations of the Noteholders (if any Notes are then Outstanding) and/or the rights or obligations of the New Noteholders (if any New Notes are then Outstanding) and (2) does not modify Garnet's rights or obligations under any Transaction Document to which it is a party (provided, that the opinion described in this clause (2) shall not be required if El Paso shall have consummated its Share Purchase Option);
Sample 1

Related to Changes to Certain Transaction Documents

  • Authorization to Enter into Certain Transactions (a) The Trustees shall conduct the affairs of the Trust in accordance with and subject to the terms of this Trust Agreement. In accordance with the following provisions (i) and (ii), the Trustees shall have the authority to enter into all transactions and agreements determined by the Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to the Trustees, under this Trust Agreement, and to perform all acts in furtherance thereof, including the following:

  • Effect on Transaction Documents Except as expressly set forth above, all of the terms and conditions of the Transaction Documents shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein, including, but not limited to, any other obligations the Company may have to the Purchaser under the Transaction Documents. Notwithstanding the foregoing, this Agreement shall be deemed for all purposes as an amendment to any Transaction Document as required to serve the purposes hereof, and in the event of any conflict between the terms and provisions of the Debentures or any other Transaction Document, on the one hand, and the terms and provisions of this Agreement, on the other hand, the terms and provisions of this Agreement shall prevail.

  • Amendments to Certain Documents (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of the Lenders any term or condition of (i) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents or any documentation governing Junior Debt or (ii) any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (i) and (ii), any amendments, modifications or changes thereto after the date hereof that (A) increase to the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (B) change to any right of redemption, retirement or put option set forth therein, and (C) [reserved] (including, for the avoidance of doubt, in the case of each of clauses (A) and (B), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings, such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

  • Voting Powers as to Certain Transactions Section 2.

  • Amendments to Transaction Documents On and after the Closing Date, each of the Transaction Documents are hereby amended as follows:

  • Certain Transactions and Agreements To the Knowledge of the Company ----------------------------------- and the Shareholders, none of the directors or shareholders of the Company, nor any member of their immediate families, has any direct or indirect ownership interest in any firm or corporation that competes with the Company (except with respect to any interest in less than one percent of the stock of any corporation whose stock is publicly traded). None of said officers directors, shareholders or employees, nor any member of their immediate families, is directly or indirectly interested in any contract or informal arrangement with the Company, except for normal compensation for services as an officer, director or shareholder thereof. None of said officers, directors, shareholders or employees nor any member of their immediate families has any interest in any property, real or personal, tangible or intangible, including any Intellectual Property Rights, used in or pertaining to the business of the Company, except for the normal rights of a shareholder of the Company.

  • Compliance with Transaction Documents The Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations under the Transaction Documents.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Restriction of Amendments to Certain Documents Not amend or otherwise modify, or waive any rights under, any Subordinated Debt Documents to the extent such amendment, modification or waiver would be materially adverse to the Lenders.

  • Consolidation, Merger or Certain Other Transactions The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Partnership to, or the consolidation or merger or other business combination of the Partnership with or into, any corporation, trust or other entity (or of any corporation, trust or other entity with or into the Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership.

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