Operating Agreement Amendment Sample Clauses

Operating Agreement Amendment. The Operating Agreement Amendment shall have been duly authorized, executed and delivered by the members holding sufficient membership units to make such amendment effective, and the Operating Agreement (as so amended) shall be in full force and effect.
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Operating Agreement Amendment. Upon delivery of the initial Notice of Exercise delivered pursuant to this Warrant, the Company and the Holder shall mutually amend, or amend and restate, the Operating Agreement to provide for such changes as are necessary or desirable to cause such Operating Agreement to contain provisions appropriate for the governance of a multi-member limited liability company. (a) Notwithstanding the generality of the foregoing, any such amendment or amendment and restatement of the Operating Agreement shall contain, at a minimum, provision for: (1) Distribution of the Company’s net cash flow to the Company’s members on at least a quarterly basis within 30 days of quarter end, subject to the retention of reasonable reserves for Company expenses at the discretion of the Company’s managing member; and (2) Reporting of Financial Statements which, at a minimum, consist of Income Statement, Balance Sheet, and Rent Roll within 30 days of quarter end; and (3) Distributions to the Company’s members to be made not later than 90 days following the end of any calendar year in amount equal to at least such members maximum tax liability resulting from the allocation of Company net profits to its members (“Tax Distributions”); provided, that any such Tax Distributions shall be reduced, dollar-for-dollar, by amounts of Company net cash flow distributed to the members during the prior calendar year excluding Tax Distributions. The provisions of this Section 3.5 shall be binding om the sole member of the Company and his successors and assigns, if any.
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Operating Agreement Amendment. ‌ 11 An amendment to the Operating Agreement between the City and XXX, which 12 amendment will be effective on the Effective Date (the “Second Amendment”). As part of the 13 Second Amendment, XXX will exercise its options to extend the term of the Operating 14 Agreement until June 30, 2023, and the City will acknowledge its obligation to carry a line item 15 in the City’s Spectator Facilities Fund budget applicable towards the costs of Repairs, Capital 16 Improvements, or other increased Operating Expenses (as such terms are defined in the 17 Operating Agreement) arising out of deferred Capital Improvements or deferred Structural 18 Repairs, which budgeted item will not be less than Two Hundred Fifty Thousand and No/100 19 Dollars ($250,000.00) per Fiscal Year, subject to the terms of the Second Amendment.
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Operating Agreement Amendment. The Borrower shall deliver to the Administrative Agent within 30 days of the Closing Date evidence reasonably satisfactory to the Administrative Agent of the amendment of the Limited Liability Company Agreement of FADV Holdings LLC dated as of September 14, 2005 which amendment shall provide (i) for the certification of the membership interests of FADV Holdings and (ii) that the membership interests of FADV Holdings are “financial assets” pursuant to Article 8 of the Delaware Uniform Commercial Code.
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Operating Agreement Amendment. 43 8.21 Schedules.............................................................................. 43 8.22 Knowledge..............................................................................
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Operating Agreement Amendment. On or before the Effective Time, the ----------------------------- Operating Agreement may only be amended by the adoption of an amendment in substantially the form attached hereto as Exhibit F.
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Operating Agreement Amendment. Buyer shall have received the Amended and Restated Operating Agreement, executed and delivered by Chromalloy.
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Operating Agreement Amendment. The Target Companies and Xxxxx shall have executed the Operating Agreement Amendment.
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Operating Agreement Amendment. The Members shall have amended the Operating Agreement of Seller to remove any non-solicitation or non-competition restrictions which would otherwise be applicable to the Members following the Closing.
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Related to Operating Agreement Amendment

  • Agreement Amendment If either party hereto requests to amend this agreement, it shall notify the other party in writing, and the other party shall respond within one week. All amendments of this agreement must be made in writing by both parties, and such amendments shall be deemed as inseverable parts of this agreement.

  • Complete Agreement; Amendment This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements in regard thereto. This Agreement cannot be modified except by an agreement in writing signed by both parties and specifically referring to this Agreement.

  • Exclusive Agreement; Amendment This Agreement supersedes all prior agreements or understandings among the parties with respect to its subject matter with respect thereto and cannot be changed or terminated orally.

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 21, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • AGREEMENT AMENDMENTS This Agreement may be amended at any time by written instrument duly approved by the President or President's designee and accepted by Faculty Member; provided, however, no such written instrument shall be required for any increase in Faculty Member's salary or any improvement to the fringe benefits of Faculty Member's employment, or for promotion in rank, any of which may be accomplished at any time by official action of the Board of Regents of the University of Nebraska (Board) without the necessity for written modification or amendment of this Agreement. This Agreement and Appendix “A” attached hereto constitute the entire agreement between the parties. This Agreement supersedes all previous agreements between or among the parties. There are no agreements, representations or warranties between or among the parties other than those set forth in this Agreement or the documents and agreements referred to in this Agreement.

  • Term of Agreement; Amendment; Assignment A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval. B. Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Advisor. This Agreement will automatically terminate in the event of its “assignment.” C. As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act. D. Sections 7 and 8 shall survive termination of this Agreement.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Term of Agreement; Amendment This Agreement shall become effective as of the date first written above and will continue in effect for a period of three (3) years. This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Trust, and authorized or approved by the Board of Trustees.

  • Operating Agreement The Borrower will not amend, modify, waive or terminate any provision of its operating agreement without the prior written consent of the Administrative Agent.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

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