Compliance with and Modification of Organizational Documents Sample Clauses

Compliance with and Modification of Organizational Documents. The Partnership shall comply with the terms and provisions of Sections 2.9, 7.9 and 12.9 of its Fifth Amended and Restated Agreement of Limited Partnership, dated as of September 28, 2009, as amended, and shall not amend, supplement or otherwise modify (pursuant to a waiver or otherwise) any of such Sections in a manner materially adverse to the interests of the Holders of the Notes unless the Partnership obtains a Ratings Affirmation in connection with any such amendment, supplement or modification or failure to comply.”
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Compliance with and Modification of Organizational Documents. The Partnership shall comply with the terms and provisions of Sections 2.9 and 12.9 of its Third Amended and Restated Agreement of Limited Partnership, dated as of April 22, 2004, and shall not amend, supplement or otherwise modify (pursuant to a waiver or otherwise) any of such Sections in a manner materially adverse to the interests of the Holders of the Notes unless both (i) Magellan Midstream Holdings, L.P. no longer owns an interest in the General Partner, and (ii) the Partnership obtains a Ratings Affirmation in connection with any such amendment, supplement, modification or failure to comply.”
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Compliance with and Modification of Organizational Documents. The Borrower shall comply in all material respects with any terms and provisions of the Borrower Partnership Agreement regarding maintaining the separateness of the records, assets and formalities of the Borrower and its Consolidated Subsidiaries from any other Person, and without the prior written consent of Required Lenders, which shall not be unreasonably withheld, shall not amend, supplement or otherwise modify (pursuant to a waiver or otherwise) any of such separateness provisions in a manner materially adverse to the interests of the Lenders unless both (i) BPL Acquisition L.P. or its successors no longer owns an interest in the General Partner, and (ii) Borrower obtains a Ratings Affirmation in connection with any such amendment, supplement, modification or failure to comply.
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Compliance with and Modification of Organizational Documents. The Partnership shall comply with the terms and provisions of Sections 2.9, 7.9 and 12.9 of its Fourth Amended and Restated Agreement of Limited Partnership, dated as of April 13, 2005, as amended by that certain First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership, dated as of February 15, 2006, that certain Second Amendment to the Fourth Amended and Restated Agreement of Limited Partnership, effective as of February 9, 2006, that certain Third Amendment to the Fourth Amended and Restated Agreement of Limited Partnership, dated as of July 27, 2007, and that certain Fourth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership, dated April 15, 2008 and effective as of January 1, 2007, and shall not amend, supplement or otherwise modify (pursuant to a waiver or otherwise) any of such Sections in a manner materially adverse to the interests of the Holders of the Notes unless both (i) Magellan Midstream Holdings, L.P. no longer owns an interest in the General Partner, and (ii) the Partnership obtains a Ratings Affirmation in connection with any such amendment, supplement, modification or failure to comply.”
Sample 1
Compliance with and Modification of Organizational Documents. The Borrower shall comply, and shall cause its Subsidiaries to comply (as applicable), in all material respects with any terms and provisions of the Borrower Partnership Agreement regarding maintaining the separateness of records, assets and formalities from other Persons, and without the prior written consent of Required Lenders, which shall not be unreasonably withheld, shall not amend, supplement or otherwise modify (pursuant to a waiver or otherwise) any of such separateness provisions in a manner materially adverse to the interests of the Lenders unless Borrower obtains a Ratings Affirmation in connection with any such amendment, supplement, modification or failure to comply.
Sample 1
Compliance with and Modification of Organizational Documents. Section 8.09 of the Credit Agreement is hereby amended by replacing such Section 8.09 in its entirety with the following:
Sample 1
Compliance with and Modification of Organizational Documents. Each Note Party shall comply with its Organizational Documents. No Note Party shall take any action to waive, repeal, amend, vary, supplement or otherwise modify its Organizational Documents (in the case of the Issuer) in a manner that would reasonably be expected to result in a Material Adverse Effect.
Sample 1
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Related to Compliance with and Modification of Organizational Documents

  • Compliance with Organizational Documents The Seller shall comply with its limited liability company agreement and other organizational documents.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Amendments of Organizational Documents Amend any of its Organizational Documents in any manner that may be adverse to the Administrative Agent or the Lenders or otherwise result in a Material Adverse Effect.

  • Compliance with Applicable Laws, Governing Documents and Trust Compliance Procedures In the performance of its duties and obligations under this Agreement, the Sub-Advisor shall, with respect to Sub-Advisor Assets, (i) act in conformity with: (A) the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”) and By-Laws; (B) the Prospectus; (C) the policies and procedures for compliance by the Trust with the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 0000 Xxx) provided to the Sub-Advisor (together, the “Trust Compliance Procedures”); and (D) the instructions and directions received in writing from the Advisor or the Trustees of the Trust; and (ii) conform to and comply with the requirements of the 1940 Act, the Advisers Act, and all other federal laws applicable to registered investment companies’ and Sub-Advisors’ duties under this Agreement. The Advisor will provide the Sub-Advisor with any materials or information that the Sub-Advisor may reasonably request to enable it to perform its duties and obligations under this Agreement. The Advisor will provide the Sub-Advisor with reasonable advance notice, in writing, of: (i) any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus; (ii) any change to the Trust’s Declaration of Trust or By-Laws; or (iii) any material change in the Trust Compliance Procedures; and the Sub-Advisor, in the performance of its duties and obligations under this Agreement, shall manage the Sub-Advisor Assets consistently with such changes, provided the Sub-Advisor has received such prior notice of the effectiveness of such changes from the Trust or the Advisor. In addition to such notice, the Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus and copies of the revised Trust Compliance Procedures, as applicable, reflecting such changes. The Sub-Advisor hereby agrees to provide to the Advisor in a timely manner, in writing, such information relating to the Sub-Advisor and its relationship to, and actions for, a Fund as may be required to be contained in the Prospectus or in the Trust’s registration statement on Form N-1A, or otherwise as reasonably requested by the Advisor. In order to assist the Trust and the Trust’s Chief Compliance Officer (the “Trust CCO”) to satisfy the requirements contained in Rule 38a-1 under the 1940 Act, the Sub-Advisor shall provide to the Trust CCO: (i) direct access to the Sub-Advisor’s chief compliance officer (the “Sub-Advisor CCO”), as reasonably requested by the Trust CCO; (ii) quarterly reports confirming that the Sub-Advisor has complied with the Trust Compliance Procedures in managing the Sub-Advisor Assets; and (iii) quarterly certifications that there were no Material Compliance Matters (as that term is defined by Rule 38a-1(e)(2)) that arose under the Trust Compliance Procedures that related to the Sub-Advisor’s management of the Sub-Advisor Assets.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Compliance with Applicable Laws and Governing Documents In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus, SAI and the Trust’s Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the “Declaration of Trust” and “By-Laws,” respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust’s Declaration of Trust and By-Laws, the Prospectus and the SAI, the instructions and directions received in writing from the Adviser or the Trustees of the Trust, the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Fund’s and the Trust’s overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect the Fund or the services of the Subadviser, copies of any financial statements or reports made by the Fund to its shareholders, and any further materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement. The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M of the Code. In this regard, the Adviser acknowledges that the Subadviser shall rely completely upon the Adviser’s determination of whether and to what extent the Fund is in compliance with Subchapter M of the Code and that the Subadviser has no separate and independent responsibility to test the Fund for such compliance. In connection with such compliance tests, the Adviser shall inform the Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under Subchapter M. If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder. The Adviser will provide the Subadviser with reasonable advance notice of any change in the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus and SAI reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus and SAI will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus and SAI. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus, SAI or in the Trust’s Registration Statement on Form N-1A and any amendments thereto.

  • Amendments to Organizational Documents The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, enter into or permit any modification or amendment of, or waive any material right or obligation of any Person under its Organizational Documents if the effect thereof would be materially adverse to the Administrative Agent or any Lender or violate Section 7.10.

  • Compliance with Agreement Buyer shall have performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by it prior to or on the Closing Date.

  • Amendments or Waivers of Organizational Documents No Credit Party shall, nor shall it permit any of its Subsidiaries to, agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its Organizational Documents after the Third Restatement Date that is materially adverse to such Credit Party or such Subsidiary, as applicable, and to the Lenders.

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