Amendments and Consents Clause Samples

Amendments and Consents. This Agreement may be modified or amended only by the Member.

Amendments and Consents. (a) Any amendment of any provision of this Deed shall only be effective if made in accordance with the provisions of this Deed and if all parties hereto so agree in writing and any waiver of any breach or default under this Deed shall only be effective if the Security Trustee acting on the instructions of the Lenders or the Majority Lenders (as the case may be), agrees in writing. Any consent by the Security Trustee under this Deed must be made in writing. (b) Any such waiver or consent may be given subject to any conditions thought fit by the Security Trustee acting on the instructions of the Lenders or the Majority Lenders, as the case may be, and shall be effective only in the instance and for the purpose for which it is given.

Amendments and Consents. 20.1 Subject to Clause 2, Clause 3 and Clause 4 of the Controlling Beneficiary Deed (as applicable) and (in the case of Funding 1) Clause 25 of the Funding 1 Deed of Charge and (in the case of Funding 2) Clause 12 of the Funding 2 Deed of Charge, no amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by (or by some person duly authorised by) each of the parties to this Agreement. In the case of a waiver, such waiver shall be effective only in the specific instance and as against the party or parties giving it for the specific purpose for which it is given. No single or partial exercise of, or failure or delay in exercising, any right under this Agreement shall constitute a waiver or preclude any other or further exercise of that or any other right. 20.2 Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee will each exercise all rights, powers, benefits and/or discretions conferred on it under this Agreement (including, without limitation, in giving its consent, approval or authorisation to any event, matter or thing requested hereunder) in accordance with Clauses 2, 3 and 4 of the Controlling Beneficiary Deed (as applicable) and (in the case of Funding 1) Clause 25 of the Funding 1 Deed of Charge and (in the case of Funding 2) Clause 12 of the Funding 2 Deed of Charge.

Amendments and Consents. The registered holder or holders of at least two-thirds of the unpaid principal amount of the Notes at the time outstanding may by agreement with the Company amend this Agreement, and any consent, notice, request or demand required or permitted to be given by the Purchasers or the holders of the Notes by any provision hereof shall be sufficient if given by the holder or holders of at least two-thirds of the unpaid principal amount of Notes at the time outstanding except that, without the written consent of the holders of all Notes at the time outstanding, no amendment to this Agreement shall extend the maturity of any Note, or alter the rate of interest or any premium payable with respect to any Note, or affect the amount of any required prepayments, or reduce the proportion of the principal amount of the Notes required with respect to any consent.

Amendments and Consents. To the extent that any of the provisions set forth herein constitute an amendment, or to give full effect to the transactions contemplated hereby any waiver or amendment is required to be given or made, to any relevant document of any entity referred to herein (including with respect to any applicable restrictions or prohibitions thereof), the parties hereby agree that such document is hereby amended to effectuate such transactions, and this Agreement shall constitute an amendment to such document, to the extent permitted by applicable laws. Further, where any further steps are required to be taken to give effect to such changes to a document as contemplated by this Agreement, the parties shall take such actions and use all reasonable endeavours to procure that such steps are taken promptly. Each party hereby further agrees that whenever such party’s consent is required with respect to all or any of the matters described herein, including, without limitation, with respect to any transfer, such party hereby consents on behalf of such party itself and on behalf of each of such party’s controlled affiliates (including, without limitation, on behalf of any entity in which such party is a direct or indirect member, shareholder or other representative) to such matter without any further action required.

Amendments and Consents. Notwithstanding anything to the contrary in this Agreement, this Agreement (including any provisions incorporated in this Agreement by reference) may be amended, and any provision of this Agreement may be waived, by the affirmative vote or written consent of the holders of a majority of the outstanding Shares subject only to the following limitations: (a) any amendment or waiver that would create or increase any obligation of any Member to contribute capital to the Company or impair the limited liability of any Member shall require such Member's written consent; (b) any amendment or waiver that would materially dilute or otherwise materially adversely affect any Member's right to receive distributions or allocations, as provided in Articles V and VI, in respect of his or her Shares may be effected if such amendment or waiver (i) is not prohibited by subsection (a) above, and (ii) either (A) in the case of an amendment or waiver that materially dilutes or otherwise materially adversely affects rights to allocations under Section 5.02(a)(ii)(A) or distributions under Section 6.01, is approved by Class A Membership Approval and Special Management Approval, or (B) in the case of an amendment or waiver not described in the foregoing clause (ii)(A), such amendment either (1) is approved by Class A Membership Approval and Special Management Approval, or (2) affects all of the outstanding Shares substantially equally on a pro rata basis (taking into account differences between different classes of Shares); (c) any amendment or waiver of any provision of the Liquidity Plan or Section 9.06 that materially adversely affects any rights or interests thereunder of the holder of any Shares outstanding immediately prior to the effective date of such amendment or waiver shall require the written consent of such holder, provided, however, the foregoing prohibition shall not apply to an amendment or waiver of the Liquidity Plan (i) that is effective only with respect to Shares issued after the effective date of the applicable amendment or waiver, or (ii) that (A) is not prohibited by subsection (a) above, and (B) is approved by Class A Membership Approval and by Non-Class A Membership Approval; (d) any amendment or waiver of the restriction under Section 3.01(e) on issuing Preference Shares that are not Permitted Preferred Shares must be approved by Class A Membership approval and by Special Management Approval; and (e) any amendment or waiver of subsection (a) above shall r...

Amendments and Consents. (a) Any amendment of any provision of this Deed shall only be effective if made in accordance with provisions with this Deed and executed in writing by both the Guarantor and the Security Trustee. Any waiver of any breach or default under this Deed shall only be effective if the Security Trustee acting on the instructions of the Lenders agrees in writing. Any consent by the Security Trustee under this Deed must be made in writing. (b) Any such waiver of or consent under any provision of this Deed may be given in writing subject to any conditions thought fit by the Security Trustee or the Lenders and shall be effective only in the instance and for the purpose for which it is given.

Amendments and Consents. This Agreement may only be amended by an instrument in writing signed by all of the parties hereto, provided that the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Company shall obtain the prior written consent of TDF. No course of dealing between the Company and TDF, nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of TDF hereunder,

Amendments and Consents. (a) Any amendment of any provision of this Assignment shall only be effective if made in accordance with provisions with this Assignment and if all the parties hereto so agree in writing and any waiver of any breach or default under this Assignment shall only be effective if the Security Trustee acting on the instructions of the Finance Parties or the Majority Finance Parties (as the case may be) agrees in writing. Any consent by the Security Trustee under this Assignment must be made in writing. (b) Any such waiver or consent may be given subject to any conditions thought fit by the Security Trustee acting on the instructions of the Finance Parties or the Majority Finance Parties, as the case may be, and shall be effective only in the instance and for the purpose for which it is given.