JV Agreements. (a) Set forth on Schedule 6.25 is a complete and accurate list as of the date hereof of all JV Agreements, showing the parties and the dates of amendments and modifications thereto.
(b) Each JV Agreement (i) is in full force and effect and is binding upon and enforceable against each party thereto, (ii) has not been otherwise amended or modified, except as set forth on Schedule 6.25, and (iii) is not in default and no event has occurred that, with the passage of time and/or the giving of notice, or both, would constitute a default thereunder, except to the extent any such default would not reasonably be expected to have a Material Adverse Effect.
JV Agreements. None of any Loan Party or any Pledged Entity shall allow any modification or amendment to any JV Agreement which could reasonably be expected to have a Material Adverse Effect. The Borrower shall notify the Lender within five (5) Business Days of the Borrower or any of its Subsidiaries entering into a new Joint Venture, provided that, neither the Borrower nor any of its Subsidiaries shall be permitted to enter into a new Joint Venture if such action otherwise violates Section 8.11 or any other provision of any Loan Document.
JV Agreements. At Closing, Purchaser shall (i) amend and restate the JV Agreements so as to remove all references to “Carlyle” and “CRP” in the JV Agreements and (ii) change the name of Hotel Investment Program, Hotel Lessee Program, Owner and Lessee so as to remove all references to “Carlyle” in the names of such entities. From and after the Closing Date, Purchaser shall accede to all rights and obligations of Seller under the JV Agreements and Seller shall no longer have any rights or obligations under the JV Agreements.
JV Agreements. No North American Group Member or Pledged Entity shall allow any modification or amendment to any JV Agreement, except that any such party that is not a Debtor may modify or amend any JV Agreement; provided that such amendment or modification could not reasonably be expected to have a Material Adverse Effect.
JV Agreements. 4.22 Merger....................................... 2.
JV Agreements. The Borrower and each Loan Party shall at all times exercise any and all voting rights in any non-wholly owned Subsidiary including, without limitation, any Non-Controlled Subsidiary in a manner that (i) is not adverse to the interests of the Lenders or the Administrative Agent and (ii) preserves the value of the Guarantees and the Collateral.
JV Agreements. (a) Set forth on Schedule 3.26 is a complete and accurate list as of the date hereof of all JV Agreements, showing the parties and the dates of amendments and modifications thereto.
JV Agreements. (a) Take, or permit Energea Global to take, any action or omission that constitutes, or with the lapse of time will constitute, a breach, default or event of default under the Victory Xxxx XX Agreements, or permit any breach, default or event of default by any other party to such agreements.
(b) Permit, or permit Energea Global to permit, the distribution of
JV Agreements. Section 3.1(26) of the Seller Disclosure Letter contains a list of all material contracts relating to the establishment and governance of the Real Property Joint Ventures (the “JV Agreements”). Copies or summaries of all JV Agreements have been made available to the Purchaser. Each JV Agreement is a valid and binding obligation of, and is an enforceable obligation against, a Transferred Entity or a Real Property Joint Venture, assuming the due and valid authorization, execution and delivery thereof by the other party thereto, subject to the Enforcement Exceptions. Except as listed at Section 3.1(26) of the Seller Disclosure Letter, to the knowledge of the Seller, no Transferred Entity has, during the two (2) year period immediately preceding the date hereof, received any notice of a material default under any JV Agreement or of a material dispute between a Transferred Entity, and any other party to a JV Agreement in respect of such JV Agreement. Except as listed at Section 3.1(26) of the Seller Disclosure Letter, no Consent is required to be obtained by a Transferred Entity nor is any notice required to be given by a Transferred Entity under any JV Agreement in connection with the completion of the transactions contemplated herein.
JV Agreements. (i) Set forth on Schedule 5 is a complete and accurate list as of the date hereof of all JV Agreements, showing the parties and the dates of amendments and modifications thereto.
(ii) Each JV Agreement (i) is in full force and effect and constitutes a valid and legally enforceable obligation of the parties thereto and (ii) has not been amended or modified, except as set forth on Schedule 5.
(iii) Neither any Grantor party to a JV Agreement nor (to the best of such Grantor’s knowledge) any of the other parties to such JV Agreement is in default in the performance or observance of any of the terms thereof in any manner that, in the aggregate, would reasonably be expected to have a Material Adverse Effect.
