Certain Material Agreements Sample Clauses
Certain Material Agreements. (a) The Borrower shall not, and shall not permit any Subsidiary to:
(i) amend, modify, repudiate, supplement or terminate prior to the scheduled termination date (or any effective extension of such date) the Crude Supply Agreement or the Refined Products Purchase Agreement, except to the extent that any such amendment, modification or supplement, together with all previous amendments, modifications and supplements covered by this clause (i), could not reasonably be expected to have a Material Adverse Effect;
(ii) without the prior written consent of the Required Lenders (which consent shall not be unreasonably withheld), amend, modify or supplement any provision of Sections 2.1, 2.3, 2.4, 2.12, 2.13 and 5.7 of the Crude Supply Agreement (or any provision of such Sections as incorporated in the Supplemental Supply Agreement) in a manner that is detrimental to the Borrower or any Subsidiary, other than such amendments or modifications of or supplements to such provisions concerning day-to-day performance as are customarily waived or modified on a temporary basis in the ordinary course of business or pursuant to industry custom or practice; or
(iii) without the prior written consent of the Required Lenders (which consent shall not be unreasonably withheld), otherwise amend, modify, repudiate, supplement or terminate prior to the scheduled termination date (or any effective extension of such date) the Supplemental Supply Agreement; provided, that all adjustments contemplated by any Supply or Purchase -------- Contract as in effect on the date hereof that are made utilizing the methodology, or in accordance with the parameters, set forth therein (including in any schedules or exhibits thereto), shall not constitute amendments, modifications or supplements for purposes of this Section 7.17(a); and provided, further, that any amendments or modifications of or -------- ------- supplements to the Crude Supply Agreement permitted or consented to under this Section 7.17(a) shall be deemed to be permitted, and consented to, amendments, modifications or supplements of the Supplemental Supply Agreement.
(b) The Borrower shall not amend, modify or supplement its Certificate of Limited Partnership, except to the extent that any such amendment, modification or supplement, together with all previous amendments, modifications and supplements, could not reasonably be expected to have a Material Adverse Effect.
(c) The Borrower shall not amend, modify or supplement (i) any of ...
Certain Material Agreements. The Borrower has heretofore delivered to the Administrative Agent a complete and correct copy of the Tax Consolidation Agreements (including any modifications or supplements thereto) as in effect on the date hereof.
Certain Material Agreements. Within one hundred eighty (180) days following the Closing Date, the Borrower shall use commercially reasonable efforts assign all of its rights and obligations under each Material Agreement listed on Schedule 7.13(j) to the applicable Subsidiary Guarantor listed on such schedule, and shall provide evidence to the Agent of such assignment; provided that no such assignment shall be required (x) to the extent the Borrower, in its business or commercial judgment, believes that such Material Agreement cannot be assigned without such assignment giving rise to federal, state or other governmental regulatory, legal, compliance or commercial risks or concerns or (y) as otherwise agreed by the Agent in writing; provided, further, that if the Borrower’s board of directors (the “Board”) determines that the Borrower’s performance of the covenant contained in this Section 7.13(j) would be inconsistent with the Board’s fiduciary duties under applicable Law, this Section 7.13(j) shall not apply.
Certain Material Agreements. OWP is not a party or subject to any --------------------------- oral or written contracts, agreements or other understanding or arrangement, including, but not limited to any:
(a) Contract, agreement or other understanding or arrangement providing for payments by or to OWP in an aggregate amount of $10,000 or more;
(b) Contract, agreement or other understanding or arrangement as licensor or licensee (except for standard non-exclusive hardware and software licenses granted to end-user customers in the ordinary course of business the form of which has been provided to DoveBid's counsel);
(c) Contract, agreement or other understanding or arrangement for the lease of real or personal property;
(d) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons;
(e) Instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise, except for trade indebtedness incurred in the ordinary course of business and for no more than $10,000 in amount, and except as disclosed in the Financial Statements; or
(f) Contract, agreement or other understanding or arrangement containing covenants purporting to limit OWP's freedom to compete in any line of business in any geographic area. All agreements, contracts, plans, leases, instruments, arrangements, licenses and commitments listed in the OWP Disclosure Schedule identified to this Section 2.18 are valid and in full force and effect. OWP is not, nor, to the knowledge of OWP, is any other party thereto, in breach or default under the terms of any such agreement, contract, plan, lease, instrument, arrangement, license or commitment.
Certain Material Agreements. Greenwich is not a party or subject to any oral or written contracts, agreements or other understanding or arrangement, including, but not limited to any:
(a) Contract, agreement or other understanding or arrangement providing for payments by or to Greenwich in an aggregate amount of $25,000 or more;
(b) Contract, agreement or other understanding or arrangement as licensor or licensee (except for standard non-exclusive hardware and software licenses granted to end-user customers in the ordinary course of business the form of which has been provided to DoveBid's counsel);
(c) Contract, agreement or other understanding or arrangement for the lease of real or personal property;
(d) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons;
(e) Instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise, except for trade indebtedness incurred in the ordinary course of business and for no more than $25,000 in amount, and except as disclosed in the Financial Statements; or
(f) Contract, agreement or other understanding or arrangement containing covenants purporting to limit Greenwich's freedom to compete in any line of business in any geographic area. All agreements, contracts, plans, leases, instruments, arrangements, licenses and commitments listed in the Greenwich Disclosure Schedule identified to this Section 2.18 are valid and in full force and effect. Greenwich is not, nor, to the knowledge of Greenwich, is any other party thereto, in breach or default under the terms of any such agreement, contract, plan, lease, instrument, arrangement, license or commitment.
Certain Material Agreements. 31 6.21. Third-Party Rights............................................................................ 32
Certain Material Agreements. (a) Subject to Section 7.14, except for the Agreements set forth on Schedule 7.20 ("▇▇▇▇▇▇▇▇ MATERIAL AGREEMENTS"), no ▇▇▇▇▇▇▇▇ Holding Company or ▇▇▇▇▇▇▇▇ Operating Company is a party to any written or oral:
(i) Agreement for the employment or retention of, whether on a full-time, part-time, consulting or other basis, or understanding with, any of the directors, top five officers, managing directors, general managers or country managers of the ▇▇▇▇▇▇▇▇ Business, any ▇▇▇▇▇▇▇▇ Holding Company or ▇▇▇▇▇▇▇▇ Operating Company;
(ii) Agreement relating to Indebtedness or to the mortgaging, pledging or otherwise placing an Encumbrance (other than a Permitted Encumbrance) on any Asset of the ▇▇▇▇▇▇▇▇ Business, or any ▇▇▇▇▇▇▇▇ Holding Company or ▇▇▇▇▇▇▇▇ Operating Company, with a fair market value in excess of EUR50,000;
(iii) Agreement preventing or otherwise restricting the right of any ▇▇▇▇▇▇▇▇ Holding Company or ▇▇▇▇▇▇▇▇ Operating Company to make or receive Distributions;
(iv) Agreement involving the sale of the accounts receivable of any ▇▇▇▇▇▇▇▇ Holding Company or ▇▇▇▇▇▇▇▇ Operating Company to any other Person;
(v) Agreement with respect to the investing of funds, including, without limitation, any hedging Agreement;
(vi) Agreement under which any ▇▇▇▇▇▇▇▇ Holding Company or ▇▇▇▇▇▇▇▇ Operating Company is the lessor of, or permits any third Person to hold or operate, any real or personal property owned or controlled by any ▇▇▇▇▇▇▇▇ Holding Company or ▇▇▇▇▇▇▇▇ Operating Company in excess of EUR30,000;
(vii) assignment, license, indemnification or other Agreement with respect to any form of intangible property with Third Parties, including, without limitation, any Intellectual Property;
(viii) Agreement or group of related Agreements with the same Person for the sale of Assets or services which generated in excess of EUR100,000 in revenues in the most recent 12-month period or is reasonably expected to generate in excess of EUR100,000 in revenues in any 12-month period ending after the date hereof;
(ix) non-competition agreement which limits any ▇▇▇▇▇▇▇▇ Holding Company or ▇▇▇▇▇▇▇▇ Operating Company from freely engaging in any business anywhere in the world;
(x) Agreement relating to the purchase, distribution, marketing, advertising or sale of any ▇▇▇▇▇▇▇▇ Holding Company's or ▇▇▇▇▇▇▇▇ Operating Company's or any other Person's products or services (other than Agreements entered into in the Ordinary Course of Business); or
(xi) other than Agreements described and...
Certain Material Agreements. Except as set forth in the Buyer Disclosure Package or on the Buyer Disclosure Schedule, the Buyer is not a party or subject to any oral or written material contracts not entered into in the ordinary course of business, including, but not limited to any:
(a) Contract providing for payments by or to Buyer in an aggregate amount of $10,000 or more;
(b) License agreement as licensor or licensee (except for standard non-exclusive hardware and software licenses granted to end-user customers in the ordinary course of business the form of which has been provided to Buyer’s counsel);
(c) Material agreement for the lease of real or personal property;
(d) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons;
(e) Instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise, except for trade indebtedness incurred in the ordinary course of business, and except as disclosed in the Financial Statements; or
(f) Contract containing covenants purporting to limit Buyer’s freedom to compete in any line of business in any geographic area. All agreements, contracts, plans, leases, instruments, arrangements, licenses and commitments listed in the Buyer Disclosure Package or on Section 3.13 of the Buyer Disclosure Schedule are valid and in full force and effect. Buyer is not, nor, to the Knowledge of Buyer, is any other party thereto, in breach or default in any material respect under the terms of any such agreement, contract, plan, lease, instrument, arrangement, license or commitment, which breach or default may reasonably be expected to have a Material Adverse Effect on Buyer.
Certain Material Agreements. Except as described in Annex VIII, --------------------------- after giving effect to the Transaction, each of the Master Lease, each Property Management Agreement, each Existing Indebtedness Agreement and each Joint Venture Agreement is in full force and effect in accordance with its respective terms, without any material default existing thereunder.
Certain Material Agreements. Each Management Contract and each Existing Indebtedness Agreement is in full force and effect in accordance with its respective terms, without any material default existing thereunder.