Changes to Material Agreements Clause Samples
The "Changes to Material Agreements" clause defines the process and requirements for modifying significant contracts or agreements that are central to a business or transaction. Typically, this clause outlines which agreements are considered material, specifies who must approve any amendments, and may require prior written consent from certain parties before changes can take effect. Its core function is to ensure that all stakeholders are aware of and agree to any alterations in key contractual relationships, thereby preventing unauthorized or unilateral changes that could impact the rights or obligations of the parties involved.
Changes to Material Agreements. None of the Loan Parties shall change or amend the terms of the Acquisition Note if such changes or amendment would be adverse in any material respect to the rights or interests of the Loan Parties, the Agent or the Lenders.
Changes to Material Agreements. (a) Consent to any modification or waiver of any material agreement listed on Schedule 2.9(b) hereto if such modification or waiver would have a Material Adverse Effect with respect to Borrower. The Borrower will not consent to the assignment by any other party to any material agreement of any rights, obligations or interests of such party thereunder except as expressly permitted by any such material agreement.
(b) Amend the [articles]certificate of incorporation or by-laws of Borrower in any manner which could be reasonably expected to have a Material Adverse Effect.
Changes to Material Agreements. (a) Consent to any modification or waiver of any Material Agreement listed on Schedule 3.17(b) hereto if such modification or waiver would have a Material Adverse Effect with respect to the Credit Parties. The Borrower will not consent to the assignment by any other party to any Material Agreement of any rights, obligations or interests of such party thereunder except as expressly permitted by any such Material Agreement.
(b) Amend the articles or certificate of incorporation or by-laws of any Credit Party in any manner which could be reasonably expected to have a Material Adverse Effect.
Changes to Material Agreements. Enter into or give any amendment, waiver or other modifications of or to any Management Agreement if the effect thereof, either individually or as part of any series of amendments, waivers or other modification of or to any Management Agreements, would reasonably be expected to have a Material Adverse Effect. Without the prior written consent of the Required Lenders, amend, modify or change any material term or condition of, or give any consent or waiver under (i) the 2007 Convertible Notes Indenture or any of the 2007 Convertible Notes, or (ii) the 2010 Convertible Notes Indenture or any of the 2010 Convertible Notes, in each case, in a manner adverse to the Borrower or the Lenders (including, with respect to each such series of notes and the documentation evidencing same, any modification or amendment that would shorten the final maturity or average life to maturity or increase the amount of conversion payments or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto). For the avoidance of doubt, no written consent or waiver is required for any conversion or exchange rate adjustment with respect to any convertible or exchangeable debt securities made pursuant to their terms.
Changes to Material Agreements. Enter into or give any amendment, waiver or other modifications of or to any Management Agreement if the effect thereof, either individually or as part of any series of amendments, waivers or other modification of or to any Management Agreements, would reasonably be expected to have a Material Adverse Effect. Without the prior written consent of the Required Lenders, amend, modify or change any material term or condition of, or give any consent or waiver under, the 2007 Convertible Indenture or any of the 2007 Convertible Notes in a manner adverse to the Borrower or the Lenders (including any modification or amendment that would shorten the final maturity or average life to maturity or increase the amount of conversion payments or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto)."
Changes to Material Agreements. Without the prior written consent of Lender (which shall not be unreasonably withheld), no Material Agreement shall be amended, and no obligation under the Material Agreements shall be modified (whether by waiver or otherwise), if such amendment or modification would, in the reasonable opinion of Lender, have a Material Adverse Effect on Borrower or any Affiliate or the ability of any of them to perform its obligations under the Loan Documents.
Changes to Material Agreements. (a) Terminations or Replacements. Without the prior written ---------------------------- consent of the Administrative Agent and the Required Lenders, such consent not to be unreasonably withheld, terminate or replace:
Changes to Material Agreements. Enter into or give any amendment, waiver or other modifications of or to any Management Agreement if the effect thereof, either individually or as part of any series of amendments, waivers or other modification of or to any Management Agreements, would reasonably be expected to have a Material Adverse Effect. Without the prior written consent of the Required Lenders, amend, modify or change any material term or condition of, or give any consent or waiver under the 2010 Convertible Notes Indenture, any of the 2010 Convertible Notes, any document evidencing refinancing Indebtedness incurred pursuant to Section 7.2(b)(i), or unsecured Indebtedness or unsecured Subordinated Indebtedness incurred pursuant to Section 7.2(b)(ii), in each case, in a manner adverse in any material respect to the Borrower or the Lenders (including, with respect to such notes and the documentation evidencing same, any modification or amendment that would shorten the final maturity or average life to maturity or increase the amount of conversion payments or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto). For the avoidance of doubt, no written consent or waiver is required for any conversion or exchange rate adjustment with respect to any convertible or exchangeable debt securities made pursuant to their terms.
Changes to Material Agreements. Enter into or give any amendment, waiver or other modifications of or to any Management Agreement if the effect thereof, either individually or as part of any series of amendments, waivers or other modification of or to any Management Agreements, would reasonably be expected to have a Material Adverse Effect. Without the prior written consent of the Required Lenders, amend, modify or change any material term or condition of, or give any consent or waiver under (i) the 2007 Convertible Notes Indenture or any of the 2007 Convertible Notes, or (ii) the 2010 Convertible Notes Indenture or any of the 2010 Convertible Notes, in each case, in
Changes to Material Agreements. (a) Terminate or replace any Material Lease (other than in connection with a sale of one or more Real Property Assets pursuant to and in accordance with Section 6.8 or a refinancing of a portion of the Indebtedness and/or other Obligations hereunder permitted by Section 6.1 hereof) without the prior written consent of the Agents and the Required Lenders not to be unreasonably withheld.
(b) After the Vencor Effective Date, without the prior written consent of the Agents and the Required Lenders not to be unreasonably withheld, consent to any amendment, waiver, supplement or other modification of any of the economic terms of any Material Lease (including, without limitation, (i) any provision for or relating to rent, fees or charges payable thereunder, (ii) any escalation provision, (iii) the time for payment of any amount thereunder, (iv) the term thereof, (v) any assignment or subletting provision thereunder, (vi) the triple net provisions thereunder, (vii) any personal property buy-back or license transfer provision thereunder or (viii) the Real Property Asset(s) subject thereto), where the changes to be made to such Material Lease pursuant to such amendment, waiver, supplement or other modification (which alone or taken with all other amendments, waivers, supplements or other modifications since the Closing Date or proposed amendments, waivers, supplements or other modifications) could adversely affect the Credit Parties' ability to repay the Obligations as and when due.
(c) If the consent of a Credit Party or a Subsidiary of a Credit Party is required under any Material Lease with respect to (i) any assignment of such Material Lease (whether in connection with a foreclosure of a leasehold mortgage, assignment or transfer in lieu thereof, or an assignment by the tenant thereunder, including as a result of a change of control or otherwise), or (ii) any subletting of any portion of any Real Property Asset subject to such Material Lease, consent thereto without the prior written consent of the Agents and the Required Lenders (which consent shall not be unreasonably withheld provided that, in the case of a Master Lease, the proposed assignee or sublessee meets the criteria set forth in Section 22.6(b) or Section 25.1.2 (as applicable) of such Master Lease or, in the case of any other Material Lease, meets the criteria in substantially similar provisions contained in such other Material Lease).
(d) Consent to any modification or waiver of any material agreeme...