Restructuring; Modifications Sample Clauses

Restructuring; Modifications. Seller agrees to cooperate in good faith with Purchaser, Sunrise and the holders of the Existing Owner Financing prior to or after the consummation of the Merger to (a) restructure the Joint Venture, TRS, Tenant Mezz Borrowers, the Operating Subsidiaries, the Landlord Mezz Borrowers and/or the Landlord Subsidiaries, and (b) modify the mortgages and other documents evidencing the Existing Owner Financing; provided, that, in no event will Seller be negatively impacted economically by such restructuring or modifications or become subject to additional Liabilities beyond what is contemplated by this Agreement as a result of such restructuring or modifications. Purchaser will pay all reasonable costs, including legal fees and transfer or similar transaction-related Taxes, incurred by Seller and its Affiliates in connection with any such restructuring or modifications.
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Restructuring; Modifications. Seller agrees to cooperate in good faith with Purchaser, Sunrise and the holders of the Existing Owner Financing prior to or after the consummation of the Merger to (a) restructure the Joint Venture, TRS, Pool One LLC, the Facility Owners and/or the Operating Subsidiaries, and (b) modify the mortgages and other documents evidencing the Existing Owner Financing; provided, that, in no event will Seller be negatively impacted economically by such restructuring or modifications or become subject to additional Liabilities beyond what is contemplated by this Agreement as a result of such restructuring or modifications. Purchaser will pay all reasonable costs, including legal fees and transfer or similar transaction-related Taxes, incurred by Seller and its Affiliates in connection with any such restructuring or modifications. Article VII. CONDITIONS PRECEDENT TO THE OBLIGATION OF PURCHASER AND SELLER TO CLOSE
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Restructuring; Modifications. Seller agrees to cooperate in good faith with Purchaser, Sunrise and the holders of the Existing Owner Financing prior to or after the consummation of the Merger to (a) restructure the Joint Venture, the JV Subsidiaries, CLPSun III GP, the Facility Owners and/or the Operating Subsidiaries and hereby expressly authorizes and approves, in connection with the consummation of the Merger, the transfer of Sunrise’s 32.1222% interest in Operating Tenant to an entity that will be wholly-owned by Sunrise, and (b) modify the mortgages and other documents evidencing the Existing Owner Financing; provided, that, in no event will Seller be negatively impacted economically by such restructuring or modifications or become subject to additional Liabilities beyond what is contemplated by this Agreement as a result of such restructuring or modifications. Purchaser will pay all reasonable costs, including legal fees and transfer or similar transaction-related Taxes, incurred by Seller and its Affiliates in connection with any such restructuring or modifications. Article VII. CONDITIONS PRECEDENT TO THE OBLIGATION OF PURCHASER AND SELLER TO CLOSE
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Related to Restructuring; Modifications

  • Complete Understanding; Modification This Agreement, and all other documents mentioned herein, constitute the final, exclusive and complete understanding and agreement of the Parties hereto and supersedes all prior understandings and agreements. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by the Parties hereto.

  • Required Modifications 13 Section 9.2

  • Written Modifications This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Stockholders that hold a majority of the Shares held by all Stockholders: provided, however, that any amendment, modification, extension, termination or waiver (an “Amendment”) shall also require the consent of any Stockholder who would be disproportionately and adversely affected thereby. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

  • Complete Agreement; Modifications This Agreement and any documents referred to herein or executed contemporaneously herewith constitute the parties’ entire agreement with respect to the subject matter hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. This Agreement may be amended, altered or modified only by a writing signed by the Company and the Holders of a majority of the Registrable Securities then outstanding.

  • Amendments; Modifications Neither this Agreement nor any term or provision in it may be changed, waived, discharged, rescinded or terminated orally, but only by an agreement in writing signed by the party against whom or which the enforcement of the change, waiver, discharge, rescission or termination is sought.

  • Waivers; Modifications Except as set forth in a written instrument included in the related Mortgage File, the (A) material terms of the related Mortgage Note, the related Mortgage(s) and any related loan agreement and/or lock-box agreement have not been waived, modified, altered, satisfied, impaired, canceled, subordinated or rescinded by the mortgagee in any manner, and (B) no portion of a related Mortgaged Property has been released from the lien of the related Mortgage, in the case of (A) and/or (B), to an extent or in a manner that in any such event materially interferes with the security intended to be provided by such document or instrument. Schedule III (xxviii) identifies each Mortgage Loan (if any) as to which, since the latest date any related due diligence materials were delivered to Anthracite Capital, Inc. (or its designee), there has been (in writing) given, made or consented to a material alteration, material modification or assumption of the terms of the related Mortgage Note, Mortgage(s) or any related loan agreement and/or lock-box agreement and/or as to which, since such date, there has been (in writing) a waiver other than as related to routine operational matters or minor covenants.

  • Complete Agreement; Modification This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes any previous oral or written communications, negotiations, representations, understandings, or agreements between them. Any modification of this Agreement shall be effective only if set forth in a written document signed by you and a duly authorized officer of the Company.

  • Modifications to Material Contracts The Parent and the Borrower shall not, and shall not permit any Subsidiary to, enter into any amendment or modification to any Material Contract which could reasonably be expected to have a Material Adverse Effect.

  • Amendments, Modifications, etc This Agreement may not be amended or modified except by an agreement in writing executed by Exchangeco, Patch and the Trustee and approved by the Shareholders in accordance with section 11.2 of the Exchangeable Share Provisions.

  • Custom Modifications In the event the Fund desires custom modifications in connection with its use of the System, the Fund shall make a written request to State Street providing specifications for the desired modification. Any custom modifications may be undertaken by State Street in its sole discretion in accordance with the Fee Schedule.

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