Amendment without Material Adverse Effect Clause Samples

Amendment without Material Adverse Effect. Without the consent of the Noteholders, the Issuer and the Indenture Trustee may enter and, when directed by Issuer Order, will enter into an amendment to this Indenture for the purpose of adding terms to, or changing or eliminating the terms of, this Indenture or of modifying (other than the modifications in Section 9.2) the rights of the Noteholders under this Indenture, subject to the following conditions: (i) the Issuer or the Administrator delivers, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the amendment will not (A) cause a Note to be considered sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Rating Agency Condition has been satisfied.
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Related to Amendment without Material Adverse Effect

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

  • No Company Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • No Parent Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect.