Material Actions. The Parties acknowledge and agree that the economic risk of the operation of the Business is being substantially assumed by Party B and that the continued business success of Party A is necessary to permit the Parties to realize the benefits of this Agreement and the other Business Cooperation Agreements. During the Term of this Agreement, the Parties therefore will ensure that Party A does not take any Material Action without the advance written consent of Party B, which consent will not be unreasonably withheld or delayed.
Material Actions. There are no actions, suits, proceedings, claims or disputes pending or, to the Borrower’s Knowledge, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against such Wholly-Owned Subsidiary or against its properties or revenues that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Material Actions. For purposes of the Exclusive Management Consulting Services Agreement between Lianhe, Bona and the Shareholders, dated as of January 1, 2008, to which this is Appendix C, “Material Actions” means any of the following:
Material Actions. On the related Transfer Date, there are no actions, suits, proceedings, claims or disputes pending or, to the Borrower’s Knowledge, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Wholly-Owned Subsidiary or against its properties or revenues that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. With respect to any Wholly-Owned Subsidiary (other than a Wholly-Owned Subsidiary that was initially a Financed Fund as defined in clause (ii) of the definition thereof) as to the first Borrowing Date on which a Solar Asset held by such Wholly-Owned Subsidiary is included in the Borrowing Base Pool:
Material Actions. The following actions, and no other actions under the WP Agreement, shall constitute “Material Actions” and shall require direction from the Material Actions Committee, as defined and described in Article 4, in order for Buyers’ Agent to perform such actions:
(a) Section 4.4(b) of the WP Agreement; approval of the Major Maintenance Blockout, and action incidental thereto;
(b) Section 5.4 of the WP Agreement; approval of any Lien on any portion of the Facility or any other property or assets that are related to the operation, maintenance and use of the Facility;
(c) Section 7.4(c) of the WP Agreement; approval of the equation relating to Deemed Generated Energy.
(d) Section 13.3 of the WP Agreement; negotiation and agreement upon the Facility Lender Consent.
(e) Section 14.7 of the WP Agreement; consent to any Change in Control.
(f) Section 14.19(a) of the WP Agreement; determination as to whether Seller will defend Buyer Indemnitees from legal action.
(g) Section 14.9(c) of the WP Agreement; approval of a different condition or use of the Facility following damage or destruction of the Facility.
(h) Section 14.9(d) of the WP Agreement; consent to Seller’s actions with respect to condemnation or other taking of the Facility.
(i) Section 14.25(b) of the WP Agreement; notification to Seller as to whether or cancel their respective right of first offer.
Material Actions. The Parties acknowledge and agree that the economic risk of the operation of the Business is being substantially assumed by HEZL and that the continued business success of HEZL is necessary to permit the Parties to realize the benefits of this Agreement. During the Term of this Agreement, the Parties therefore will ensure that HEZL does not take any Material Action without the advance written consent of CETL, which consent will not be unreasonably withheld or delayed.
Material Actions. No Loan Party shall take any Material Action without the prior written consent of the Required Lenders.
Material Actions. Notwithstanding any other provision of this Agreement and notwithstanding any provision of law that otherwise so empowers the Company, the Members or any other Person, so long as the Loan is outstanding, neither the Members nor any other Person shall be authorized or empowered on behalf of the Company to, nor shall they permit the Company to and the Company shall not, without the written consent of the Members, take any Material Action and as it relates to items (i) through (iii) of the definition of Material Action, without the written consent of the Lender.
Material Actions. Servicer agrees to notify Buyer in writing whenever a borrower under a Purchased Loan requests any review, approval or action described in Sections 7(e) and 10(f) of the Repurchase Agreement (any such review, approval or action, a “Material Action”), and Servicer further agrees that Servicer will not take any Material Action or take any action requiring Servicer to take a Material Action, without Buyer’s prior written consent.
Material Actions. Without limiting the generality of the foregoing, the Company will not, without the prior written consent of Purchaser:
(a) enter into any Contract or commitment related to the Business, the Purchased Assets or the Assumed Liabilities the performance of which may extend beyond the Closing, except those entered in the ordinary course of business consistent with past practices and which would not or could not reasonably be expected to have a Material Adverse Effect;
(b) waive or surrender any rights related to any pending or threatened Litigation to the extent affecting the Business, the Company, the Purchased Assets or the Assumed Liabilities;
(c) amend or terminate any Assigned Contract;
(d) incur, create, assume or suffer to exist any restriction, Encumbrance, tenancy, encroachment, covenant, condition, Claim, charge or other matter adversely affecting title on any of the Purchased Assets other than Permitted Encumbrances;
(e) take any action that would make any representation or warranty of the Company set forth in Article 4 inaccurate;
(f) take any action or commit any omission that could reasonably result in (A) a material delay in the Contemplated Transactions or (B) a Material Adverse Effect;
(g) enter into any Contract or commitment giving any Person an option, right of first refusal or other similar right with respect to the Purchased Assets;
(h) waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar Contract with respect to the Purchased Assets;
(i) take any action or omit to take any action that would result in the occurrence of any event described in Section 4.30 with respect to the Purchased Assets;
(j) take any action or omit to take any action which will result in a violation of any Applicable Law; or
(k) fail to maintain and keep in full force and effect all insurance on assets and property or for the benefit of the Company with respect to the Purchased Assets, fail to present all claims under such insurance policies in a proper and timely manner or breach any obligation under such insurance policies with respect to the Purchased Assets.
