Material Operating Agreements Sample Clauses

Material Operating Agreements. (a) To Borrower’s actual knowledge, attached hereto as Schedule VI is a true, correct and complete list of all Material Operating Agreements in effect on the date hereof, including any and all amendments, supplements and other modifications thereto. (b) To Borrower’s actual knowledge, Lender has received a true, correct and complete copy of each Material Operating Agreement. As of the date hereof, to Borrower’s actual knowledge, no events or circumstances exist which, with or without the giving of notice, the passage of time or both, would be reasonably likely to constitute a default by Borrower (or its Affiliates) or, to Borrower’s actual knowledge, any other party of any material covenant or obligation on the part of any party under any Material Operating Agreement. (c) To Borrower’s actual knowledge, (i) each Material Operating Agreement is in full force and effect and (ii) constitutes the legal, valid, binding and enforceable obligation against the Borrower Party that is a party thereto and any counterparty thereto, in all material respects, subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws and regulations of general applicability relating to or affecting creditors’ rights and to equitable principles of general application. (d) Neither the execution and delivery of the Loan Documents, the performance of any Borrower Party thereunder, the recordation of the Security Instrument or other Loan Documents, nor the exercise of any rights or remedies by Lender, will adversely affect any Borrower Party’s respective rights or remedies under any Material Operating Agreement.

Material Operating Agreements. Seller has delivered to Purchaser a true and complete copy of all Material Operating Agreements. Seller has not given or received any notice of any breach or default under any of the Material Operating Agreements which has not been cured, and no event has occurred or circumstance exists which, with notice or the passage of time, would result in a breach or default by Seller or to Seller’s Knowledge, the other party thereunder.

Material Operating Agreements. 62 6.18 Reserve Fund for Renovations................................................... 62 6.19 Escrowed Funds to Reconfigure Theater.......................................... 63 6.20 Changes to Senior Credit Agreement and Senior Lenders.......................... 63 6.21

Material Operating Agreements. The QNX Group is not a party to or bound by any outstanding or executory agreement, contract or commitment, whether written or oral, except for: (a) the QNX Licensee Agreements, QNX Licensor Agreements and any other contract, lease or agreement described or referred to in this Agreement or in the schedules hereto; (b) any contract, lease or agreement made in the ordinary course of the routine daily affairs of the Business under which the QNX Group has a financial obligation of less than US$50,000 per annum and which can be terminated by the QNX Group without payment of any damages, penalty or other amount by giving not more than one hundred and eighty (180) days’ notice; and (c) the contracts, leases and agreements described in Schedule 3.1(44). (all such agreements, contracts or commitments referred to in (a) and (c) above are herein collectively the “Material Operating Agreements”). True and complete copies of each of the Material Operating Agreements have been provided to the Purchaser.

Material Operating Agreements. (a) Borrower and its Affiliates shall, at its sole cost and expense (i) promptly and timely perform and/or observe, in all material respects, all of the terms, covenants, conditions and agreements required to be performed and observed by Borrower or such Affiliate under each Material Operating Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any Material Operating Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each notice of default or other material notice received by it under any Material Operating Agreement; (iv) enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the counterparty under each Material Operating Agreement, in a commercially reasonable manner, (v) not amend, restate, replace, supplement or otherwise modify any Material Operating Agreement in any material respect, or waive any of its material rights and remedies thereunder, without the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed) in each instance. For the purposes of this Section 5.1.25, subject to Lender’s receipt, review and reasonable approval of definitive documentation with respect to the same pursuant to this Agreement, Lender hereby acknowledges and approves the proposed modification of the TPA Component Lease to expand the space demised thereunder to include additional seating capacity for up to 500 persons upon substantially the same terms as set forth therein with respect to the current seating capacity covered thereby on the date hereof. (b) Any request for the approval by Lender of any Material Operating Agreement or any renewal, waiver, amendment, modification or termination thereof shall be delivered to Lender in writing and shall include a copy of the proposed Material Operating Agreement or renewal, waiver, amendment, modification or termination and Lender shall so advise whether such approval is granted or denied within ten (10) Business Days after receipt of such written request. Provided that the request is accompanied by a notice, which provides in upper case bold-faced type: “THIS IS A REQUEST FOR AN APPROVAL WITH RESPECT TO A MATERIAL OPERATING AGREEMENT. IF LENDER FAILS TO RESPOND WITHIN TEN (10) BUSINESS DAYS OF THE EFFECTIVENESS OF THIS NOTICE, BORROWER SHALL HAVE THE RIGHT TO DELIVER A DEEMED APPROVA...

Material Operating Agreements