Changes in Documents Clause Samples

Changes in Documents. No Loan Party shall amend in any respect any of its Organizational Documents without providing at least thirty (30) days’ prior written notice to the Lender and, in the event such change would be adverse to the Lender, as determined by the Lender in its sole discretion, obtaining the prior written consent of the Lender.
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Changes in Documents. Any change (whether material or otherwise) in any provision of the Loan Documents or any other document or instrument evidencing, securing, governing or otherwise relating to the Liabilities; or the acceptance of amendments or substitute or additional documents, instruments or agreements relative to the Liabilities;
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Changes in Documents. The Loan Parties shall not amend in any respect their certificate of incorporation (including any provisions or resolutions relating to capital stock), by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents without providing at least thirty (30) calendar days’ prior written notice to the Lender and, in the event such change would be adverse to the Lender as determined by the Lender in its sole discretion, obtaining the prior written consent of the Lenders.
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Changes in Documents. 7.2.14.1 The Loan Parties shall not, and shall not permit any Subsidiary to, amend in any respect their respective certificate of incorporation (including any provisions or resolutions relating to capital stock), by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents without providing at least thirty (30) calendar days’ prior written notice to Agent and the Banks and, in the event such change would be materially adverse to the Banks as determined by Agent in its reasonable discretion (including any change that would affect the classification of the equity interests issued by such entity under the Uniform Commercial Code), obtaining the prior written consent of the Required Banks. 7.2.14.2 The Loan Parties will not amend, replace or terminate the Management Fee Agreement or similar agreements with Parent or its owners or the Stockholder Agreements without the prior written consent of the Required Banks. 7.2.14.3 The Loan Parties shall not, and shall not permit any Subsidiary to, make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of, and no Loan Party will fail to enforce or diligently pursue its material remedies under, the Acquisition Documents, as in existence on March 27, 2012 in a manner materially and disproportionately adverse to Agent or the Banks as determined by Agent in its reasonable discretion or in a manner that would reasonably be expected to result in a Material Adverse Change.
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Changes in Documents. After approval by Lessor and Lessee of the preliminary plans and specifications and the construction bid breakdowns under Sections 3.02(b) and 3.03 hereof, no substantial changes shall be made to the same by Lessor without the written approval of Lessee. In the event Lessee shall, during the course of construction, request changes to be made to the preliminary plans and specifications and construction bid breakdowns previously approved by Lessor and Lessee, such changes shall be subject to the approval of Lessor. Any additional costs incurred on account of such requested and approved changes, together with architectural and other indirect and directly related costs, shall be added to the total estimated costs of Lessor's Improvements under subsection (c) above, and Lessee's liability for payment, if any, shall be in accordance with the provisions set forth in subsection (c)(ii) or (iii) above, as elected by Lessee.
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Changes in Documents. The Borrower shall not, and shall cause each of its Subsidiaries to not amend in (i) any material respect their certificate of incorporation, certificate of formation, by-laws, limited liability company agreement or other organizational documents, and (ii) any respect the Senior Loan Documents or the Mezzanine Loan Documents (as applicable); without providing at least three (3) Business Days’ prior written notice to the Administrative Agent and the Lenders and, in the event such change would be adverse to the Lenders as determined by the Administrative Agent in its sole discretion, without obtaining the prior written consent of the Required Lenders; provided that after the completion of a Rights Offering, the Borrower may amend its certificate of incorporation or by-laws to increase the number of authorized shares of Common Stock.
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Changes in Documents. (a) Borrower shall not amend in any respect any of its Organizational Documents without providing at least 15 calendar days’ prior written notice to Agent and, in the event such change would not be permitted under the Subordinated Debt Documents without Subordinated Creditor consent, would adversely affect Borrower’s status as a Single Purpose Entity, or would be adverse to the Lenders as determined by Agent in its sole discretion, obtaining Agent’s prior written consent, which consent shall not be unreasonably withheld. (b) Except as may be otherwise permitted under the Subordination Agreement, Borrower shall not enter into any renewal, replacement, or refinancing of nor any amendment or modification to or waiver or consent under (or solicit any such renewal, replacement, refinancing, amendment, modification, waiver or consent) any of the Subordinated Debt Documents, provided, however, that the terms of the Subordinated Debt Documents may be amended or modified and any waiver may be obtained thereunder so long as prior to any amendment or modification of the Subordinated Debt Documents or any waiver under the Subordinated Debt Documents, Borrower provides at least 15 calendar days’ prior written notice to Agent and obtains the prior written consent of Agent to each amendment or modification to or waiver under the Subordinated Debt Documents, which consent shall not be unreasonably withheld. (c) Borrower shall not enter into any renewal or replacement of, amendment or modification to, or waiver or consent under (or solicit any such renewal, replacement, amendment, modification, waiver or consent) the SAI Servicer Agreement or the Put-Call Agreement without obtaining Agent’s prior written consent.
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Changes in Documents. The Borrower shall not, and shall cause each of its Subsidiaries to not amend in (i) any material respect their certificate of formation, limited liability company agreement or other organizational documents, and (ii) any respect the Senior Loan Documents; without providing at least three (3) Business Days’ prior written notice to the Agent and the Lenders and, in the event such change would be adverse to the Lenders as determined by the Agent in its sole discretion, without obtaining the prior written consent of the Required Lenders; provided that no consent shall be required for any such amendments reasonably required in connection with effectuating a Corporate Conversion.
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Changes in Documents. Borrower shall not, and shall cause each of its Subsidiaries to not, amend in any material respect their certificate of incorporation, certificate of formation, by-laws, limited liability company agreement or other organizational documents; without providing at least three (3) Business Days’ prior written notice to the Administrative Agent and the Lenders and, in the event such change would be adverse to the Lenders as determined by the Administrative Agent in its sole discretion, without obtaining the prior written consent of the Required Lenders.
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Related to Changes in Documents

  • Certain Documents The Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date (or such other date as may be indicated below) unless otherwise agreed by the Administrative Agent, in form and substance satisfactory to the Administrative Agent and each Lender: (i) this Agreement and the Fee Letters duly executed by the Borrower and, for the account of each Lender requesting the same by notice to the Administrative Agent and the Borrower received by each at least three Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), a Note conforming to the requirements set forth in Section 2.2(c); (ii) the Guaranty Agreement and the Security Documents, including the (A) Guaranty Agreement, duly executed by the Borrower and each Subsidiary Guarantor, (B) the Security Agreement, duly executed by the relevant grantors thereunder, and (C) any Mortgages duly executed by the relevant mortgagors thereunder; and each such Security Document, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof, together with (x) copies of UCC, tax, judgment lien, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral (including the Payoff Letter), in each case, as may be reasonably requested by the Administrative Agent or the Collateral Agent, (y) all documents representing all Securities being pledged pursuant to the Security Agreement and related undated powers or endorsements duly executed in blank and (z) in each case evidence of the perfection and first priority of the Liens created by the Security Documents to the extent required thereby; (iii) duly executed (A) opinions of counsel to the Loan Parties, each addressed to the Arranger, the Collateral Agent, the Administrative Agent, the Issuing Banks and the Lenders and addressing such matters as the Administrative Agent or Lenders may request and (B) opinion of counsel to the Agents and the Arranger; (iv) a timely and duly executed and completed Notice of Borrowing for the initial Borrowing; (v) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction and certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in its jurisdiction of organization and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates; provided that such related tax certificates may be provided within thirty (30) days following the Closing Date); (vi) a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vii) a certificate of the President, Chief Executive Officer or Chief Financial Officer of the Borrower certifying that as of the Closing Date and both before and after giving effect to the funding of the Loans: (A) the representations and warranties of the Loan Parties set forth in any Loan Document shall be true and correct on and as of such date, (B) each Loan Party is Solvent after giving effect to the funding of the Loans pursuant to Section 2.1, the application of the proceeds thereof in accordance with Section 6.17 and the payment of all estimated legal, accounting and other fees and expenses related hereto and (C) no Default has occurred and is continuing; (viii) a certificate of the President, Chief Executive Officer or Chief Financial Officer of the Borrower certifying in reasonable detail as to the calculation of the Revolving Borrowing Base and the Term Borrowing Base as of the Closing Date and certifying that the Loans requested pursuant to the Initial Borrower are in accordance with the maximum drawing requirements in respect of the Revolving Borrowing Base and the Term Borrowing Base hereunder; (ix) a certificate from the President, Chief Executive Officer or Chief Financial Officer of the Borrower certifying as the amount of Consolidated Net Outstanding Content Advances as of the Closing Date in reasonable detail and computed in accordance with a customary methodology that is acceptable to the Administrative Agent and consistent with past practices; (x) reserved; (xi) insurance certificates in form and substance satisfactory to the Collateral Agent demonstrating that the insurance policies required by Section 6.13 are in full force and effect and have all terms required by Section 6.13; (xii) a certificate of a Responsible Officer of the Borrower certifying true, complete and correct executed copies of all material contracts attached to such certificate and in effect as of the Closing Date (including (A) all Material DL OLC Agreements, (B) all Intercompany Agreements, and (C) all material employment agreements, and that each such material contract is in full force and effect and the Loan Parties are is in compliance with all such relevant material contracts to which they are party as of the Closing Date; (xiii) a certificate from the Chief Financial Officer of the Borrower, supported by third party review of the financial statements of GVE reasonably satisfactory to the Administrative Agent, demonstrating as of the Closing Date for the most recent trailing twelve-month period for which quarterly financial statements are available (i) Consolidated Adjusted EBITDA, pro forma for the Acquisition, that is not less than $12.5 million, (ii) a ratio of (A) Consolidated Total Debt to (B) Consolidated Adjusted EBITDA of no more than 3.65:1.00 and (iii) projections showing a Consolidated Fixed Charge Coverage Ratio for the next full fiscal quarter of no less than 1.15:1.00. Such certificate shall be addressed to the Administrative Agent and accompanied by the Initial Financial Statements, which audited Initial Financial Statements for the fiscal year ending March 31, 2013 shall have been reviewed and certified by the Group Members’ Accountants; (xiv) a payoff letter executed by the Borrower, the Administrative Agent, GVE and PNC Bank (the “Payoff Letter”) and evidence that the Existing Liens have been released; (xv) the Initial Library Value Report; and (xvi) consents, waivers, acknowledgements and other agreements from any Loan Party or third parties which the Administrative Agent or the Collateral Agent may deem necessary or advisable in order to permit, protect or perfect the Collateral Agent’s security interests in and Liens upon the Collateral and to effectuate the provisions of this Agreement and the other Loan Documents, including, mortgagee or landlord waivers, estoppel certificates, bailee letters, consignment notices and other similar agreements.

  • Descriptions of the Transaction Documents Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc The execution, delivery and performance by each Borrower of the Loan Documents, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval relating to such Borrower where the failure to obtain such Governmental Approval could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Effect, (iii) conflict with, result in a breach of or constitute a default under the articles of incorporation (or similar formation document for any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such Borrower, (iv) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower is a party or by which any of its properties may be bound or any Governmental Approval relating to such Borrower, which could reasonably be expected to have a Material Adverse Effect, (v) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower or (vi) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect.

  • Clarification of Bidding Documents 10.1 The prospective bidder requiring any clarification of the bidding documents may notify the Employer in writing or by cable (hereinafter the term cable is deemed to include telex, email and facsimile) at the Employer’s mailing address indicated in the Bidding Data. 10.2 The Employer will respond in writing to any request for clarification that he receives earlier than five (5) days prior to the deadline for the submission of bids. Copies of the Employer’s response to queries raised by bidders (including an explanation of the query but without identifying the sources of the inquiry) will be sent to all prospective bidders who will have purchased the bidding documents.