Limitation on Material Agreements Sample Clauses

Limitation on Material Agreements. (a) No Loan Party will enter --------------------------------- into any amendment, modification or waiver without the prior written consent of the Majority Lenders (i) of any term or provision of the Senior Subordinated Debt Documents, the Standstill Agreement, the New Exchange Debenture Indenture, or the Amended and Restated Certificate of Incorporation that is adverse in any material respect to rights of the Lenders under the Loan Documents, or (ii) of any term or provision of the Securities Purchase Agreement, the Warrant Agreement, the Exchange Agreement, the Preferred Stockholders' Agreement or any other Preferred Stock Document (or document governing the rights and preferences of the New Preferred Stock or of the holders thereof) that adds more restrictions upon, or events of default with respect to, or is otherwise less favorable in any respect to, the Borrower or that otherwise is in conflict with any of the covenants of the Borrower set forth in this Agreement and the other Loan Documents, other than waivers of compliance by any Loan Party of the terms of any of such agreements. Notwithstanding anything to the contrary contained in this Section 8.13, the Borrower may amend the Amended and Restated ------------ Certificate of Incorporation in order to authorize additional shares of common stock of the Borrower in connection with the initial Public Equity Offering of the Borrower and to authorize the New Preferred Stock. (b) No Loan Party will (i) enter into any LMA Agreement other than (w) a LMA Agreement with Broadcast Holdings, Inc. covering Station WYCB-AM (x) a Time Brokerage Agreement between Atlanta and Dogwood dated April ___, 1997 and (y) LMA Agreements allowing the Borrower or any Restricted Subsidiary to operate radio stations to be acquired in connection with Permitted Acquisitions, or (ii) except as required by the FCC, agree to any extension or termination of or amendment, modification or waiver of any material term of any such LMA Agreement, in each case without the prior written consent of the Majority Lenders. The Borrower agrees to promptly deliver to the Administrative Agent a copy of each LMA Agreement entered into by a Borrower or a Restricted Subsidiary on or after the Initial Effective Date. (c) No Restricted Subsidiary shall operate, manage or direct the day- to-day operations of any Station unless it has entered into an Operating Agreement with a License Subsidiary and such Operating Agreement is in full force and effect.
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Limitation on Material Agreements. No Loan Party will enter into --------------------------------- any amendment, modification or waiver without the prior written consent of the Majority Lenders (i) of any term or provision of the Senior Subordinated Debt Documents, the Standstill Agreement, or the Amended and Restated Certificate of Incorporation that is adverse in any material respect to rights of the Lenders under the Loan Documents, or (ii) of any document governing the rights and preferences of the New Preferred Stock or of the holders thereof that adds more restrictions upon, or events of default with respect to, or is otherwise less favorable in any respect to, the Borrower or that otherwise is in conflict with any of the covenants of the Borrower set forth in this Agreement and the other Loan Documents, other than waivers of compliance by any Loan Party of the terms of any of such agreements. No Restricted Subsidiary shall operate, manage or direct the day-to- day operations of any of its Stations unless it has entered into an Operating Agreement with a License Subsidiary and such Operating Agreement is in full force and effect.
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Limitation on Material Agreements. No Loan Party will enter into any amendment, modification or waiver without the prior written consent of the Required Lenders of any term or provision of the 2001 Senior Subordinated Debt Documents, the 2005 Senior Subordinated Debt Documents or the Amended and Restated Certificate of Incorporation, in each case that is adverse in any material respect to rights of the Lenders under the Loan Documents. No Restricted Subsidiary shall operate, manage or direct the day-to-day operations of any of its Stations unless it has entered into an Operating Agreement with a License Subsidiary and such Operating Agreement is in full force and effect.
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Limitation on Material Agreements. No Loan Party will enter into any amendment, modification or waiver without the prior written consent of the Required Lenders of any term or provision of the 2001 Senior Subordinated Debt Documents, the 2005 Senior Subordinated Debt Documents, the Exchange Notes Debt Documents or the Amended and Restated Certificate of Incorporation, in each case, that is adverse in any material respect to the rights of the Lenders under the Loan Documents, including without limitation, any increase in the interest rate or principal amount of any such Subordinated Note Indebtedness, any increase in the portion of interest which is required to be paid in cash, or the shortening of the maturity date of any such Subordinated Note Indebtedness. No Restricted Subsidiary shall operate, manage or direct the day-to-day operations of any of its Stations unless it has entered into an Operating Agreement with a License Subsidiary and such Operating Agreement is in full force and effect.
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Limitation on Material Agreements. (a) No Loan Party will enter into any amendment, modification or waiver, that is adverse in any material respect to rights of the Lenders under the Loan Documents, of any term or provision of the Senior Subordinated Debt Documents, the Subordination Agreement, the Securities Purchase Agreement, the Warrant Agreement, the Exchange Agreement, the Amended and Restated Certificate of Incorporation, the Preferred Stockholders' Agreement, any other Preferred Stock Document or between the Borrower and the holders of the Senior Subordinated Notes, without the prior written consent of the Lenders other than waivers of compliance by any Loan Party of the terms of any of such agreements. (b) No Loan Party will, (i) enter into any LMA Agreement (other than a LMA Agreement between the Borrower and the Unrestricted Subsidiary which owns station WYCB-AM, Washington, D.C., provided the Agent promptly receives a copy of such LMA Agreement), or (ii) except as required by the FCC, agree to any extension or termination of or amendment, modification or waiver of any material term of any such LMA Agreement, in each case without the prior written consent of Lenders. (c) No Restricted Subsidiary shall operate, manage or direct the day-to-day operations of any Station unless it has entered into an Operating Agreement with a License Subsidiary and such Operating Agreement is in full force and effect.
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Related to Limitation on Material Agreements

  • Limitation on Agreements The modifications set forth herein are limited precisely as written and shall not be deemed (a) to be a consent under or a waiver of or an amendment to any other term or condition in the Original Credit Agreement or any of the Loan Documents, or (b) to prejudice any right or rights that Administrative Agent now has or may have in the future under or in connection with the Original Credit Agreement and the other Loan Documents, each as amended hereby, or any of the other documents referred to herein or therein. The Modification Papers shall constitute Loan Documents for all purposes.

  • Compliance with Material Agreements Borrower shall, and shall cause each of its Subsidiaries to, comply in all material respects with all Senior Documents, material agreements, indentures, mortgages or documents binding on it or affecting its properties or business.

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that, other than for purposes of Article XI, any provision of the other Loan Documents which imposes additional burdens on any Borrower or its Subsidiaries or further restricts the rights of such Borrower or its Subsidiaries or gives the Administrative Agent or any Lender additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. (b) Each Borrower expressly acknowledges and agrees that each covenant contained in Article VIII, IX, or X hereof shall be given independent effect. Accordingly, no Borrower shall engage in any transaction or other act otherwise permitted under any covenant contained in Article VIII, IX, or X if, before or after giving effect to such transaction or act, such Borrower shall or would be in breach of any other covenant contained in Article VIII, IX, or X.

  • Limitation on Leases Neither the Borrower nor any Restricted Subsidiary will create, incur, assume or suffer to exist any obligation for the payment of rent or hire of Property of any kind whatsoever (real or personal but excluding Capital Leases and leases of Hydrocarbon Interests and firm transportation contracts or arrangements), under leases or lease agreements which would cause the aggregate amount of all payments made by the Borrower and the Restricted Subsidiaries pursuant to all such leases or lease agreements, including, without limitation, any residual payments at the end of any lease, to exceed $25,000,000 in any period of twelve consecutive calendar months during the life of such leases.

  • Compliance with Agreements and Covenants Purchaser shall have performed and complied in all material respects with all of its covenants, obligations and agreements contained in this Agreement to be performed and complied with by it on or prior to the Closing Date.

  • Adverse Agreements, Etc No Loan Party or any of its Subsidiaries is a party to any Contractual Obligation or subject to any restriction or limitation in any Governing Document or any judgment, order, regulation, ruling or other requirement of a court or other Governmental Authority, which (either individually or in the aggregate) has, or in the future could reasonably be expected (either individually or in the aggregate) to have, a Material Adverse Effect.

  • Limitation on Liability of the Note Holders No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this Agreement.

  • Compliance with Consolidation Provisions The Company will not, while any of the Securities remain Outstanding, consolidate with or merge into any other Person, in either case where the Company is not the survivor of such transaction, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten hereof are complied with.

  • Compliance with Laws and Agreements; No Default Except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with (i) all Requirements of Law applicable to it or its property and (ii) all indentures, agreements and other instruments binding upon it or its property. No Default has occurred and is continuing.

  • Compliance with Material Contracts Each Credit Party shall, and shall cause each of its Subsidiaries to, perform and observe all the material terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time reasonably requested by the Administrative Agent and, upon the reasonable request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Credit Party is entitled to make under such Material Contract.

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