Consent to Certain Amendments Sample Clauses

Consent to Certain Amendments. The Employee agrees that the Company may amend this Agreement to the minimum extent necessary to satisfy the applicable provisions of Code Section 409A and the Treasury Regulations or other guidance issued thereunder. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Agreement will satisfy all applicable provisions of Code Section 409A. [This space left intentionally blank.]
Sample 1Sample 2Sample 3See All (8)
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Consent to Certain Amendments. Each Series 2010-6 Noteholder, by executing this Supplement, hereby agrees and consents to (i) the execution by ABRCF of a Supplemental Indenture to the Base Indenture substantially in the form of Exhibit J hereto, (ii) the execution of an amendment to the Master Exchange Agreement substantially in the form of Exhibit K hereto, (iii) the execution of an amendment to the AESOP I Operating Lease substantially in the form of Exhibit L hereto, (iv) the execution of an amendment to the Finance Lease substantially in the form of Exhibit M hereto, (v) the execution of an amendment to the AESOP I Operating Lease Loan Agreement substantially in the form of Exhibit N hereto, (vi) the execution of an amendment to the AESOP I Finance Lease Loan Agreement substantially in the form of Exhibit O hereto, (vii) the execution of an amendment to the Escrow Agreement substantially in the form of Exhibit Q hereto, (viii) the execution of an amendment to the Administration Agreement substantially in the form of Exhibit R hereto, (ix) the execution of an amendment to the AESOP II Operating Lease substantially in the form of Exhibit S hereto, (x) the execution of an amendment to the AESOP II Operating Lease Loan Agreement substantially in the form of Exhibit T hereto, (xi) the execution of an amendment to the Original AESOP Nominee Agreement substantially in the form of Exhibit U hereto, (xii) the execution of an amendment to the Disposition Agent Agreement substantially in the form of Exhibit V hereto and (xiii) the execution of an amendment to the Back-up Administration Agreement substantially in the form of Exhibit W hereto. Such deemed consent will apply to each proposed amendment set forth in Exhibits J, K, L, M, N, O, Q, R, S, T, U, V and W individually, and the failure to adopt any of the amendments set forth therein will not revoke the agreement and consent with respect to any other amendment.
Sample 1See All (7)
Consent to Certain Amendments. (a) By signing this letter, you hereby irrevocably (i) authorize the Compensation and Management Development Committee (the “Compensation Committee”) and the Board and their respective delegates, and any of them, on or before December 31, 2008 or such later date(s), if any, to which the December 31, 2008 documentary compliance deadline referred to in paragraph .01 of section 3 of IRS Notice 2006-79 as modified by section 3.01(B)(1) of IRS Notice Dated as of May 30, 2008 Xx. Xxxxxxx X. Denninger 2007-86 is hereafter extended (the “409A Documentary Compliance Date”), to amend this letter and any “Prior Non-Grandfathered Compensation Arrangement” as defined in paragraph 23(b) below, in any respect that the Compensation Committee, the Board or their respective delegates determine to be necessary, advisable or expedient to plan for, respond to, comply with or reflect Section 409A, and (ii) consent in advance to any and all such amendments of this letter and any Prior Non-Grandfathered Compensation Arrangement that the Compensation Committee, the Board or their respective delegates may adopt on or before the 409A Documentary Compliance Date, and (iii) agree that your consent to any such amendments of this letter or any Prior Non-Grandfathered Compensation Arrangement shall be as effective as if such amendments were fully set forth herein, and (iv) waive any right you may have to consent to the amendment in question if for any reason your consent to any of the aforementioned amendments is not legally effective, and (v) recognize and agree that the Company does not represent, warrant or guarantee that any amendment of this letter or any Prior Non-Grandfathered Compensation Arrangement that is adopted pursuant to this paragraph 23(a) will have its intended tax effect or will enable compensation to be exempt from or comply with Section 409A, and that the Company does not make any other representation, warranty or guaranty to you as to the tax consequences of any such amendment.
Sample 1Sample 2
Consent to Certain Amendments. Each Series 2010-6 Noteholder, by executing this Supplement, hereby agrees and consents to (i) the execution by ABRCF of a Supplemental Indenture to the Base Indenture substantially in the form of Exhibit J hereto, (ii) the execution of an amendment to the Master Exchange Agreement substantially in the form of Exhibit K hereto, (iii) the execution of an amendment to the AESOP I Operating Lease in the form of Exhibit L hereto, (iv) the execution of an amendment to the Finance Lease in the form of Exhibit M hereto, (v) the execution of an amendment to the AESOP I Operating Lease Loan Agreement in the form of Exhibit N hereto and (vi) the execution of an amendment to the AESOP I Finance Lease Loan Agreement in the form of Exhibit O hereto. Such agreement and consent will apply to each proposed amendment set forth in Exhibits J, K, L, M, N and O individually, and the failure to adopt any of the amendments set forth therein will not revoke the agreement and consent with respect to any other amendment. 101
Sample 1
Consent to Certain Amendments. The undersigned Senior Manager acknowledges and agrees that it has had the opportunity to review (i) the Shareholders Agreement, (ii) the Exchange Agreement and (iii) the Holdings LPA, in each case as adopted or to be adopted on or about the date hereof. The undersigned Senior Manager acknowledges and agrees, in accordance with the applicable provisions of each of the foregoing agreements, to the amendments to the foregoing agreements on or about the date hereof given effect by the execution and delivery thereof.
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Consent to Certain Amendments. Each Second Lien Secured Party hereby consents to, and authorizes and directs its applicable Representative and the Collateral Agent (including in its capacity as Second Lien Representative (as defined in the Intercreditor Agreement)) to enter into, such amendments, supplements or other modifications to the Intercreditor Agreement, this Agreement and the other Second Lien Collateral Documents as are contemplated by the last paragraph of Section 4(f) of the Second Lien Security Agreement, solely for the purpose of enabling the Company to comply with its obligations under such Section 4(f). For avoidance of doubt, the foregoing consents, authorizations and directions shall not be applicable to any amendment, supplement or other modification that would materially and adversely affect any Second Lien Obligations.
Sample 1
Consent to Certain Amendments. The Employee agrees that the Company or BPI may amend this Agreement to the minimum extent necessary to satisfy the applicable provisions of Code Section 409A and the Treasury Regulations or other guidance issued thereunder. The Company and BPI cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Agreement will satisfy all applicable provisions of Code Section 409A. [This space left intentionally blank.]
Sample 1
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Consent to Certain Amendments of the Ground Lease; Trustee's Actions. To the extent required under the Ground Lease, the Trustee, on behalf of the Holders, hereby waive its right to consent or shall be authorized to waive its consent, as the case may be, to any future amendment, modification or change of such Ground Lease, and any and all other leases now or hereafter subject to the Mortgages, provided, that:
Sample 1
Consent to Certain Amendments. Each Series 2010-6 Noteholder, by executing this Supplement, hereby agrees and consents to (i) the execution by ABRCF of a Supplemental Indenture to the Base Indenture substantially in the form of Exhibit J hereto, (ii) the execution of an amendment to the Master Exchange Agreement substantially in the form of Exhibit K hereto, (iii) the execution of an amendment to the AESOP I Operating Lease in the form of Exhibit L hereto, (iv) the execution of an amendment to the Finance Lease in the form of Exhibit M hereto,
Sample 1

Related to Consent to Certain Amendments

  • Amendments to Certain Agreements The Company shall not amend, modify or otherwise change the Insider Letter and the Trust Agreement without the prior written consent of the Representative, which such consent shall not be unreasonably delayed, conditioned or withheld by the Representative. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.

  • Certain Amendments Nothing herein shall be construed to prevent the Company from amending, altering, eliminating or reducing any plans, benefits or programs so long as the Executive continues to receive compensation and benefits consistent with Sections 3 through 6.

  • Limitations on Amendments (a) The amendments set forth in Section 1, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document or (ii) otherwise prejudice any right or remedy which Lenders or Agent may now have or may have in the future under or in connection with any Loan Document.

  • 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).

  • Waivers, Amendments, etc The Secured Party's delay or failure at any time or times hereafter to require strict performance by Company of any undertakings, agreements or covenants shall not waiver, affect, or diminish any right of the Secured Party under this Agreement to demand strict compliance and performance herewith. Any waiver by the Secured Party of any Event of Default shall not waive or affect any other Event of Default, whether such Event of Default is prior or subsequent thereto and whether of the same or a different type. None of the undertakings, agreements and covenants of the Company contained in this Agreement, and no Event of Default, shall be deemed to have been waived by the Secured Party, nor may this Agreement be amended, changed or modified, unless such waiver, amendment, change or modification is evidenced by an instrument in writing specifying such waiver, amendment, change or modification and signed by the Secured Party.

  • 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.

  • Waivers; Amendments (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

  • 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.

  • Trustee to Sign Amendments The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.

  • Consent to Amendments This Agreement may be amended, and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) of the Notes of each Series except that, (i) with the written consent of the holders of all Notes of a particular Series, and if an Event of Default shall have occurred and be continuing, of the holders of all Notes of all Series, at the time outstanding (and not without such written consents), the Notes of such Series may be amended or the provisions thereof waived to change the maturity thereof, to change or affect the principal thereof, or to change or affect the rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to the Notes of such Series, (ii) without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to or waiver of the provisions of this Agreement shall change or affect the provisions of paragraph 7A or this paragraph 11C insofar as such provisions relate to proportions of the principal amount of the Notes of any Series, or the rights of any individual holder of Notes, required with respect to any declaration of Notes to be due and payable or with respect to any consent, amendment, waiver or declaration, (iii) with the written consent of Prudential (and not without the written consent of Prudential) the provisions of paragraph 2B may be amended or waived (except insofar as any such amendment or waiver would affect any rights or obligations with respect to the purchase and sale of Notes which shall have become Accepted Notes prior to such amendment or waiver), and (iv) with the written consent of all of the Purchasers which shall have become obligated to purchase Accepted Notes of any Series (and not without the written consent of all such Purchasers), any of the provisions of paragraphs 2B and 3 may be amended or waived insofar as such amendment or waiver would affect only rights or obligations with respect to the purchase and sale of the Accepted Notes of such Series or the terms and provisions of such Accepted Notes. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term "this Agreement" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

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