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 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 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 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, dated 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.” (b) Section 14.04 of the Original Indenture is hereby amended, but only in relation to the Notes, by substituting the words “Funded Debt of the Partnership” for the words “Debt of the Partnership” in paragraph (a) thereof.
Sample 1
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) Carlyle/Riverstone BPL Holdings II, 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.
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. The Partnership shall comply with the terms and provisions of Sections 2.9 and 12.9 of its Fourth Amended and Restated Agreement of Limited Partnership, dated as of April 13, 2005 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.” (b) Section 14.04 of the Original Indenture is hereby amended, but only in relation to the Notes, by substituting the words “Funded Debt of the Partnership” for the words “Debt of the Partnership” in paragraph (a) thereof.
Sample 1
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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
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

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.

  • 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 Parent will not, and will not permit any of its Subsidiaries to amend, modify, or grant any waiver or release under or terminate in any manner, any Organizational Documents in any manner materially adverse to, or which would impair the rights of, the Lenders.

  • 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.

  • Compliance with Agreements, Laws, Etc It shall (i) duly observe and comply in all material respects with all Applicable Laws relative to the conduct of its business or to its assets, (ii) preserve and keep in full force and effect its legal existence, (iii) preserve and keep in full force and effect its rights, privileges, qualifications and franchises, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, (iv) comply with the terms and conditions of each Facility Document to which it is a party and its Constituent Documents and (v) obtain, maintain and keep in full force and effect all Governmental Authorizations, Private Authorizations and Governmental Filings which are necessary to properly carry out its business and the transactions contemplated to be performed by it under the Facility Documents to which it is a party and its Constituent Documents, except, in the case of this clause (v), where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Agreements and Law Each Restricted Person will perform all material obligations it is required to perform under the terms of each indenture, mortgage, deed of trust, security agreement, lease, franchise, agreement, contract or other instrument or obligation to which it is a party or by which it or any of its properties is bound. Each Restricted Person will conduct its business and affairs in compliance with all Laws applicable thereto.

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