Key Contracts. The assumption or rejection (in each case, pursuant to section 365 of the Bankruptcy Code) and/or amendment of the Contracts described in Section 1.1 of the Company Disclosure Schedules as of the Closing Date and the liabilities of the Reorganized Debtors with respect to such Contracts shall, in the aggregate, be reasonably satisfactory to the Requisite Commitment Parties.
Key Contracts. Developer shall perform its obligations under, and observe all of the provisions of, the Key Contracts and shall not, without the prior written consent of the Authority:
18.1.1 terminate or agree to termination of all or any part of any Key Contract;
18.1.2 amend or vary any Key Contract;
18.1.3 in any material respect, depart from its obligations (or waive or allow to lapse any rights it may have in a material respect) or procure that others in any material respect depart from their obligations (or waive or allow to lapse any rights they may have in a material respect), under any Key Contract; or
18.1.4 enter into (or permit the entry into by any other person of) any agreement replacing all or part of (or otherwise materially and adversely affecting the interpretation of) any Key Contract, if in each case the proposed course of action may reasonably be expected to have a material adverse effect on the ability of Developer to perform its obligations under the Project Documents.
Key Contracts. Termination of any Key Contract, or the failure by the Franchisee to take all reasonable steps to enter into an appropriate replacement contract prior to the scheduled expiry date of any Key Contract, except where requested by the Secretary of State or to the extent that the Franchisee has demonstrated to the reasonable satisfaction of the Secretary of State that for the duration of the Franchise Term:
Key Contracts. The Borrower will not, and will not permit any of its Subsidiaries to,
(i) amend, modify or waive any provision of any Key Contract or
(ii) terminate or assign any Key Contract prior to the end of its stated initial term, if such amendment, modification, waiver assignment, or early termination or any combination thereof would have a Material Adverse Effect.
Key Contracts. The terms of each Key Contract [(including but not limited to design, construction, testing, commissioning and operation and maintenance)]37 have been complied with by the Vendor in all material respects and, so far as the Vendor is aware, the other parties to the Key Contracts (in each case) in all material respects.
Key Contracts. The procedure and timetable of actions for the process of the Vendor transferring, assigning or novating the Key Contracts to the Purchaser.
Key Contracts. If any of the following occurs: (i) any material default or material breach by the Borrower or any of the Subsidiaries occurs and is continuing under any of the Key Contracts, which material default or material breach is not cured within any express grace period therein provided; (ii) any of the Key Contracts is terminated for any reason, other than (A) any expiration of such Key Contract in accordance with its own terms or (B) any termination of such Key Contract (other than the Aroa Umbrella Agreement or any Key Contract the termination of which would reasonably be expected to materially and adversely affect the Borrower’s ability to commercialize any Product then being commercialized) by the Borrower following the Borrower’s good faith determination that such termination is in the best interest of the Borrower and as long as the Borrower terminates such Key Contract in accordance with the applicable provisions thereof, and not as a result of any default or breach, or expected default or breach, by the Borrower or any Subsidiary thereunder; or (iii) any event occurs that would permit any other Person party to any Key Contract to have any termination right thereunder.
Key Contracts. The Section Developer shall not permit any termination (except for default of a Key Contractor), amendment to, or material departure from a Key Contract, except with MDOT's prior approval, if the proposed course of action may reasonably be expected to have a material adverse effect on the ability of the Section Developer to perform its obligations under the Section P3 Agreement. The Section Developer shall not permit any substitution, replacement, or assignment of any Key Contractor except with MDOT's prior approval (subject to certain carve outs to be included in the Section P3 Agreement).
Key Contracts. The Development Entity shall perform its obligations under, and observe all of the provisions of, the Key Contracts and shall not, without the prior written consent of the Department:
(a) terminate or agree to termination of all or any part of any Key Contract;
(b) amend or vary any Key Contract;
(c) in any material respect, depart from its obligations (or waive or allow to lapse any rights it may have in a material respect) or procure that others in any material respect depart from their obligations (or waive or allow to lapse any rights they may have in a material respect), under any Key Contract; or
(d) enter into (or permit the entry into by any other person of) any agreement replacing all or part of (or otherwise materially and adversely affecting the interpretation of) any Key Contract, if in each case the proposed course of action may reasonably be expected to have a material adverse effect on the ability of the Development Entity to perform its obligations under the Project Documents.
Key Contracts. The Company has delivered to the Administrative Agent true, correct and complete copies of the Key Contracts as in effect on the date hereof, including in each case all amendments thereto, assignments thereof and waivers of any Material Terms thereof. Each of the Crude Supply Agreement and the Supplemental Crude Supply Agreement has been duly authorized, executed and delivered by the Company. The CRCCLP Crude Supply Agreement has been duly authorized, executed and delivered by CRCCLP. Each of the Key Contracts has been duly authorized, executed and delivered by the parties thereto that are Affiliates of the Company and, to the best knowledge of the Company, the other parties thereto, and is in full force and effect in all material respects. To the best knowledge of the Company, no event has occurred and is continuing which would constitute, or with the giving of notice or lapse of time or both would constitute, an event of default on the part of the Company, CRCCLP, CIVESCO or Petroleos under the Key Contracts or would give any Person the right to terminate or to modify the terms of any thereof in a manner which would reasonably be expected to have a Material Adverse Effect.
