Notwithstanding Section 9. 02(a), without the consent of each Holder, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not:
(1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal of or change the fixed maturity of any Security or alter the provisions with respect to the redemption of the Securities (other than provisions of Section 4.11, Section 4.12 and Section 4.13);
(3) reduce the rate of or change the time for payment of interest on any Security;
(4) waive a Default or Event of Default in the payment of principal, or interest or premium, or Additional Interest, if any on the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);
(5) make any Security payable in money other than that stated in the Securities;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal, or interest or premium, or Additional Interest, if any, on the Securities;
(7) waive a redemption payment with respect to any Security (other than a payment required by one of the provisions of Section 4.11, Section 4.12 and Section 4.13);
(8) make any change in the preceding amendment and waiver provisions;
(9) modify the Guarantees in any manner adverse to the Holders; or
(10) release the security interest granted for the benefit of the Holders in the Collateral other than pursuant to the terms of the Security Documents or as otherwise permitted by this Indenture.
Notwithstanding Section 9. 1(a), from and after the Effective Time, with respect to any Liability accrued and/or incurred by Fortive or its predecessors prior to the Effective Time, Xxxxxxx shall, at its sole discretion, provide Fortive with access to, and, if and to the extent determined by Xxxxxxx in its sole discretion, Fortive and Xxxxxxx may jointly make claims under, Company Policies if and solely to the extent that the terms of such policies provide for such coverage to Fortive or its predecessors with respect to any Fortive Liabilities accrued and/or incurred prior to the Effective Time, and subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and subject to the following additional conditions:
(i) Fortive shall inform Xxxxxxx of any potential claim under any of the Company Policies with regard to any Fortive Liability and Xxxxxxx shall determine whether and at what time to report any such claims under such Company Policies directly to the applicable insurance company, and to submit a claim for coverage thereunder, and Xxxxxxx shall provide a copy of all such claim reports and submissions to Fortive; provided, that with respect to any such claims, Fortive shall provide Xxxxxxx with the information regarding the claims and provide recommendations with regard to the reporting and submission of such claims, and Xxxxxxx shall consult with Fortive with regard to the timing thereof;
(ii) If and to the extent that Fortive is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Fortive shall exclusively bear and be responsible for (and Xxxxxxx shall have no obligation to repay or reimburse Fortive for) and pay the applicable insurers as required under the applicable Company Policies for any and all costs as a result of having access to, or making claims under, such Policies, including any amounts of deductibles and self-insured retention associated with such claims, claim handling and administrative costs, Taxes, surcharges, state assessments, reinsurance costs, and other related costs, relating to all open, closed, re-opened claims covered by the applicable Policies, whether such claims are made by Fortive, its employees or third parties, and Fortive shall indemnify, hold harmless and reimburse Xxxxxxx for any such amounts incurred by Xxxxxxx to the extent resulting from any access to, any claims made by...
Notwithstanding Section 9. 1.1, but subject to the provisions of Sections 9.1.4, 9.1.5 and 9.3, a Member who is an individual shall be entitled to Transfer all or any portion of its Units to a trust for the benefit of such Member or a Member of the immediate family of such Member (herein referred to as a "Permitted Transferee") so long as the Person controlling such trust is satisfactory to the Board of Managers, provided that the Permitted Transferee in question shall not be admitted as a Member of the Company, but shall remain an Assignee with respect to the interest transferred unless admitted as a Member pursuant to Article 10.
Notwithstanding Section 9. 2.11.1, the CM may request payment of a portion of the Contract Sum on account of the CM’s procurement of long-lead-time items before the Date of Commencement.
Notwithstanding Section 9. 3(a), neither the Borrower nor any other Loan Party shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights are directly affected (which includes, but is not limited to any amendment to the Borrower’s ability to cause additional obligations to constitute Secured Obligations as the Borrower may designate or any amendment, modification or waiver of Section 5.1, 5.4, 6.1, 9.1, 9.2, 9.3, 9.4, 9.8 or 9.9) or such amendment, modification or waiver, if adopted, would cause any Loan Party to be in default under any of the Transaction Documents.
Notwithstanding Section 9. 3.1.1, Carrier shall be solely responsible for all nonrecurring and recurring charges for Facilities used to transport traffic to paging telephone numbers that have a Rating Point within the Telco local calling area where the paging calls originate on Telco’s network, when such traffic is transported to Carrier’s Paging Terminal residing in a different local calling area. Traffic carried on these Facilities is exempt from termination compensation.
Notwithstanding Section 9. 5.1 of this Agreement, in the event that the Board of Managers determines that an immediate sale of all or any portion of the Company assets would cause undue loss to the Members, the Board of Managers, in order to avoid such loss to the extent not then prohibited by the Act, may either defer liquidation of and withhold from distribution for a reasonable time any Company assets except those necessary to satisfy the Company’s debts and obligations, or, subject to the priorities set forth in Section 9.5.1 of this Agreement, distribute the Company assets to the Members in kind.
Notwithstanding Section 9. 1(a), this Titling Trust Agreement may be amended at any time by the parties hereto without satisfaction of the conditions set forth in Section 9.1(a):
(i) to correct or amplify the description of any Specified Asset, or better to assure, convey and confirm unto the Titling Trust any Specified Asset;
(ii) to convey, transfer, assign, mortgage or pledge any additional Specified Assets to the Titling Trustee;
(iii) to cure any ambiguity, to correct or supplement any provision in this Titling Trust Agreement or in any supplemental agreement that may be inconsistent with any other provision in this Titling Trust Agreement or in any supplemental agreement or to make any other provisions with respect to matters or questions arising under this Titling Trust Agreement or under any supplemental agreement which will not be inconsistent with the provisions of this Titling Trust Agreement;
(iv) to evidence the acceptance of the appointment under this Titling Trust Agreement of a successor trustee and to add to or change any of the provisions of this Titling Trust Agreement as will be necessary to facilitate the administration of the trusts under this Titling Trust Agreement; or
(v) to the extent reasonably necessary to assure that none of the Titling Trust or any transferee of any Certificate will be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.
Notwithstanding Section 9. 2(a) but subject to the other provisions and including the limitations set forth in this ARTICLE IX, each Acquiror Indemnitee shall be indemnified by the Blocker Seller, jointly and severally, from and against any Damages in which an Acquiror Indemnitee suffers as a result of (i) any breach of the representations and warranties of the Blocker Company and Blocker Seller set forth in Sections 3.17 and 3.35, (ii) any Indemnified Blocker Taxes, (iii) the failure of any of the Blocker Company or Blocker Seller to perform any covenant or agreement contained in this Agreement or the Transaction Documents required to be performed by such Persons, and (iv) the Pre-Closing Reorganization.
Notwithstanding Section 9. 1.1 hereof, neither this Agreement nor the Articles will be amended without the consent of each Member or Manager adversely affected if such amendment would (i) modify the limited liability of a Member, (ii) alter the interest of a Member in Profits, Losses, or items thereof, or any Company distributions, (iii) alter or amend the rights of holders of Units as set forth in Section 6, (iv) cause the removal of the Managers or the dilution of their authority for any reason other than as set forth in Section 11.2; (v) reduce the Managers' expense reimbursement; or (vi) impose increased obligations upon such Member or Manager.
