Without Consent. Notwithstanding anything to the contrary set forth in Section 9.04(a): Seller may, without the consent of Buyer (and without relieving itself from liability hereunder): (1) transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements in accordance with Section 9.05; or (2) transfer or assign this Agreement to an Related Entity of Seller, which Related Entity’s creditworthiness is equal to or higher than that of Seller; and Seller does not need to obtain Xxxxx’s consent to any change of control described in this Section 9.04 if such change of control results from a purchase of the outstanding shares of a publicly traded company.
Without Consent. This Agreement (including any related Terms Supplement) may be amended from time to time by Xxxxxxx Mac and the Trustee, without the consent of any Holder or Holders, (i) to cure any ambiguity, to correct or supplement any provision herein or therein which may be inconsistent with any other provision herein or therein, or to make any other provisions with respect to matters or questions arising under this Agreement, provided that any such amendment shall not adversely affect in any material respect the interests of any Holders; or (ii) to permit Xxxxxxx Mac to take any necessary or helpful action to maintain the qualification of any REMIC Pool as a REMIC under the Code or to avoid the imposition of any state or federal tax on the REMIC Pool; or (iii) to permit Xxxxxxx Mac to take any necessary or helpful action to maintain the qualification of any MACR Pool as a grantor trust under the Code or to avoid the imposition of any state or federal tax on the MACR Pool.
Without Consent. Notwithstanding the provisions of Section 12.1(a), the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member:
(i) to add to the duties or obligations of the Board or surrender any right granted to the Board herein;
(ii) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members;
(iii) to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the SEC, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the U.S. Department of the Treasury, the U.S. Internal Revenue Service, the Board of Governors of the U.S. Federal Reserve or any other U.S. federal or state or non-U.S. governmental agency, or in any U.S. federal or state or non-U.S. statute, compliance with which the Board deems to be in the best interest of the Fund;
(iv) as the Board determines in good faith to be necessary or appropriate to enable any Member to comply with any applicable law, rule or regulation; provided, that such amendment does not materially adversely affect the rights granted to or liabilities of any other Member;
(v) to effect Additional Members becoming a party hereto or the creation or issuance of additional Units or classes of Units; or
(vi) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, provided, however, that no amendment shall may be made pursuant to clauses (i) through (vi) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Fund or the Members; provided, further, however, that any modification or amendment required solely to effect Additional Members becoming a party hereto or the creation or issuance of additional Units or classes of Units shall not constitute an amendment that would subject any Member to adverse economic consequences or diminish the rights or protections of ...
Without Consent. This Agreement (including any related Terms Supplement) may be amended from time to time by Xxxxxxx Mac and the Trustee, without the consent of any Holder or Holders, (i) to cure any ambiguity, to correct or supplement any provision herein or therein which may be inconsistent with any other provision herein or therein, or to make any other provisions with respect to matters or questions arising under this Agreement, provided that any such amendment shall not adversely affect in any material respect the interests of any Holders or (ii) to permit Xxxxxxx Mac to take any necessary or helpful action to maintain the qualification of any Pass-Through Pool as a grantor trust under the Internal Revenue Code of 1986, as amended, or to avoid the imposition of any state or federal tax on a Pass-Through Pool.
Without Consent. Notwithstanding Sections 14.1 and 14.2, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees to:
(a) cure any ambiguity, defect or inconsistency;
(b) provide for uncertificated Notes in addition to or in place of certificated Notes;
(c) provide for the assumption of the Issuer’s or any Guarantor’s Obligations to Holders of Notes in the case of a merger, amalgamation or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets or otherwise comply with Section 12.1;
(d) make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the legal rights under this Indenture of any Holder of Notes;
(e) add any Subsidiary Guarantee or to effect the release of a Guarantor from its Subsidiary Guarantee, all in accordance with the provisions of this Indenture governing such release and termination or to otherwise comply with Article 15;
(f) secure the Notes or any Subsidiary Guarantees or any other Obligation under this Indenture;
(g) evidence and provide for the acceptance of appointment by a successor Trustee;
(h) conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the Description of Notes to the extent that such provision in this Indenture, the Notes or the Subsidiary Guarantees was intended to be a verbatim recitation of a provision of the Description of Notes;
(i) provide for the issuance of Additional Notes in accordance with this Indenture;
(j) to enter into additional or supplemental Security Documents or to add additional parties to the Security Documents to the extent permitted thereunder and under this Indenture;
(k) allow any Guarantor to execute a Subsidiary Guarantee; or
(l) to release Collateral from the First-Priority Liens when permitted or required by this Indenture and the Security Documents or add assets to Collateral to secure First-Lien Indebtedness to the extent such Indebtedness is permitted under this Indenture.
Without Consent. Notwithstanding the provisions of 11.1.1 the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member:
(a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein;
(b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members;
(c) to make such changes as the Board in good xxxxx xxxxx necessary to comply with any requirements applicable to the Company or its affiliates under the Investment Company Act or any similar state or federal law; or
(d) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, provided, however, that no amendment shall may be made pursuant to clauses (a) through (d) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Company or the Members.
Without Consent. Notwithstanding Sections 11.1 and 11.2, without the consent of any holder, the Corporation and the Trustee may from time to time amend or supplement this Indenture or the Debentures to:
(a) to cure any ambiguity, omission, defect or inconsistency;
(b) to provide for uncertificated Debentures in addition to or in place of certificated Debentures;
(c) to provide for the assumption of the Corporation’s obligations to holders in the case of a merger, amalgamation or consolidation or sale of all or substantially all of the Corporation’s property and assets;
(d) to make any change that would provide any additional rights or benefits to the holders or that does not adversely affect the legal rights under this Indenture of any such holder based on the opinion of Counsel;
(e) to comply with requirements of applicable law relating to trust indentures;
(f) to add a guarantor of the Corporation’s obligations under the Indenture and the Debentures; or
(g) to evidence or provide for the acceptance of the appointment of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture.
Without Consent. Notwithstanding anything to the contrary set forth in Section 9.05(a):
Without Consent. Any holding over without the City’s consent will be a default by Licensee and entitle the City to exercise any or all of its remedies, even if the City elects to accept one or more payments of License Fees, Additional Fees, or other amounts payable to the City from Licensee after the Expiration Date.
Without Consent. If Tenant holds over without the prior written consent of Port, monthly Base Rent shall equal two hundred percent (200%) of the monthly Base Rent payable in the month immediately preceding the expiration of this Lease.
