Enforcement of Material Operating Agreement Clause Samples

Enforcement of Material Operating Agreement. The Borrower shall use commercially reasonable efforts to enforce or secure the performance of each and every obligation, term, covenant, condition, and agreement to be performed by any party under the terms of the applicable Material Operating Agreement, except where the failure would not reasonably be expected to have a Material Adverse Effect or would result in a material default thereunder. The Borrower shall, appear in and defend any action or proceeding arising under, occurring out of, or in any manner connected with, the Material Operating Agreements or the obligations, duties, or liabilities of the Borrower or any party thereto. If an Event of Default under this Agreement exists and is continuing, either (i) upon reasonable request by the Agent to do so, the Borrower shall appear in and defend in the name and on behalf of the Agent, at the reasonable expense of the Borrower, or (ii) the Agent may appear in and defend itself, but, in each case, the Borrower shall pay all reasonable costs and expenses of the Agent, including reasonable attorneys' fees and disbursements, in any action or proceeding in which the Agent may appear.
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Related to Enforcement of Material Operating Agreement

  • Amendment of Material Documents No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness, or (b) its charter, articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents, to the extent any such amendment, modification or waiver would be adverse to the Lenders.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Adverse Agreements Company is not, and will not be as of the Closing Date, a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation that materially and adversely affects the condition (financial or otherwise), operations, assets, liabilities, business or prospects of Company, the Business or the Assets.

  • Certain Operative Agreements Furnish to the Liquidity Provider with reasonable promptness, such Operative Agreements entered into after the date hereof as from time to time may be reasonably requested by the Liquidity Provider.

  • Consent of Inbound Licensors Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.