Amendments to Certain Agreements. The Company shall not amend, modify or otherwise change the Insider Letter and the Trust Agreement without the prior written consent of the Representative, which such consent shall not be unreasonably delayed, conditioned or withheld by the Representative. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.
Amendments to Certain Agreements. The Company shall not amend, modify or otherwise change Section 7 of the Insider Letter (with respect to lock-ups) without the prior written consent of the Representative, which such consent shall not be unreasonably delayed, conditioned or withheld by the Representative. The Company shall not amend, modify or otherwise change Section 1(i) of the Trust Agreement (with respect to disbursement from the Trust Account upon the Business Combination Closing) without the prior written consent of the Representative.
Amendments to Certain Agreements. The Company shall not amend, modify or otherwise change the Warrant Agreement, Trust Agreement, Registration Rights Agreement, Purchase Agreements, Services Agreement, or any Insider Letter without the prior written consent of the Representative, which consent shall not be unreasonably delayed, conditioned or withheld by the Representative. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.
Amendments to Certain Agreements. (a) On or prior to the Final Completion Date, except as contemplated by the Disbursement Agreement, Xxxx Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to, amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, or otherwise fail to enforce, or terminate or abandon, any of the provisions of any Affiliate Agreement, the Construction Contract, the Construction Contract Guarantee, the Design/Build Contract, the Golf Course Construction Contract, the Golf Course Design Services Agreement or any Payment and Performance Bond, in each case if such amendment, modification, waiver or other change, failure to enforce, termination or abandonment (individually or collectively with all such amendments, modifications, waivers and other changes, failures to enforce, terminations or abandonments taken as a whole) would (1) have a material adverse affect on the ability of Xxxx Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries to develop, construct or operate the Project or (2) cause the Completion Date to occur or result in that date occurring after the Outside Completion Deadline.
(b) Following the Final Completion Date, Xxxx Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to, amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, or otherwise fail to enforce, or terminate or abandon, any of the provisions of any Affiliate Agreement if such amendment, modification, waiver or other change, failure to enforce, termination or abandonment (individually or collectively with all such amendments, modifications, waivers and other changes, failures to enforce, terminations or abandonments taken as a whole) would:
(1) increase the amounts payable to Persons other than Xxxx Las Vegas and its Restricted Subsidiaries thereunder by Xxxx Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries,
(2) change the dates on which such amounts are to be paid to dates earlier than those set forth in such agreement, as in effect on the date of this Indenture,
(3) reduce the services provided thereunder to Xxxx Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries unless accompanied by a corresponding decrease in the amounts payable by Xxxx...
Amendments to Certain Agreements. The Company will not and will not permit any Subsidiary to amend its partnership agreement or operating agreement or in the case of SFPP, the SFPP First Mortgage Notes or the Note Agreement pursuant to which such First Mortgage Notes were issued, in each case, in any manner that could reasonably be expected to be adverse to the Lenders.
Amendments to Certain Agreements. The Borrower shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, at any time a Default or Event of Default has occurred and is continuing, amend, modify, supplement or waive any provision of any agreement evidencing Funded Debt of the Borrower and its Restricted Subsidiaries on a consolidated basis in excess of $35,000,000 which amendment, modification, supplement or waiver would reasonably be expected to materially and adversely impair Holder’s rights hereunder or the ability of the Borrower to perform its obligations under this Installment Note.
Amendments to Certain Agreements. The Company shall not amend, modify or otherwise change the Insider Letter and the Trust Agreement without the prior written consent of the Representatives, which such consent shall not be unreasonably delayed, conditioned or withheld by the Representatives. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representatives with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination.
Amendments to Certain Agreements. The Borrower shall not, and shall not permit any of its Subsidiaries to, amend or otherwise modify, or waive any rights under, the Management and Services Agreement, the Cost Sharing Agreement or the Platform Contribution Transaction License Agreement to which such Person is a party in any manner adverse to the Lender.
Amendments to Certain Agreements. The Company will not, and shall not permit any of its Subsidiaries to, without the prior written consent of Majority Lenders, amend, waive or modify, or take or refrain from taking any action which has the effect of amending, waiving or modifying, any provision of:
(a) any other agreements with Affiliates to the extent that such amendment, waiver modification or action could have a Material Adverse Effect or could have an adverse effect on the rights of the Administrative Agent, any Issuing Lender or Lenders under this Agreement or any Loan Document; provided, -------- however, that the Company and its Subsidiaries shall not be permitted to amend, ------- waive or modify any material agreement with an Affiliate if a Default or Event of Default has occurred and is continuing or
(b) any documents (other than documents referred to in (a) above) evidencing Indebtedness provided, further, that, notwithstanding anything to the contrary -------- ------- contained in this Section 7.15, amendments may be made to documents evidencing Indebtedness to the extent that the terms and conditions hereof permit the Company or its Subsidiaries to enter into an initial agreement which has the same effect as such amendment.
Amendments to Certain Agreements. (a) Schedule 5.13 sets forth a true and complete list, as of the date hereof, of (A) each advertising agreement Exclusive to the Business between Seller or any of its Subsidiaries, on the one hand, and a third party advertiser, on the other hand (such agreements existing as of the date hereof or following such date, the “Business Advertising Agreements”), whereby such third party advertiser is restricted from placing Buyer (or it Subsidiaries) content, links and/or advertisements on any Seller property (the “Advertising Restriction”) and (B) each content license agreement Exclusive to the Business between Seller or any of its Subsidiaries, on the one hand, and a content provider, on the other hand (such agreements existing as of the date hereof or following such date, the “Business Content License Agreements”), whereby such content provider is restricted from placing on any Seller property any content that includes links, advertisements or promotions for Buyer (or its Subsidiaries) (the “Content Restriction”). Seller agrees to issue a written notice, effective as of the Closing, to each counterparty of a Business Advertising Agreement or a Business Content License Agreement that waives Seller’s or any of its Subsidiaries’ right to, or right to enforce, any Advertising Restriction or any Content Restriction during the three year period following the Closing.
(b) Seller agrees to use commercially reasonable efforts to identify prior to the Closing, (A) each business development distribution agreement relating to Seller’s businesses other than the Business, between Seller or any of its Subsidiaries, on the one hand, and an applicable third party, on the other hand (the “General Business Development Distribution Agreements”) which includes an Advertising Restriction and (B) each content license agreement relating to Seller’s businesses other than the Business, between Seller or any of its Subsidiaries, on the one hand, and a content provider, on the other hand (the “General Content License Agreements”), which includes a Content Restriction. Seller agrees to use commercially reasonable efforts to issue, within 90 calendar days following the Closing, a written notice to each counterparty of a General Business Development Distribution Agreement or a General Content License Agreement waiving Seller’s or any of its Subsidiaries’ right to, or right to enforce, any Advertising Restriction or any Content Restriction during the three year period following the Closing.
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