Governing Agreements. Contributor has performed all of its obligations under the limited partnership agreement, limited liability company agreement, operating agreement, charter and bylaws, as such may have been amended from time to time, as applicable, of each Contributed Entity (each, a “Governing Agreement” and collectively, the “Governing Agreements”).
Governing Agreements. Grantor will not: (i) suffer or permit any amendment or modification of any Governing Agreement which would have a material adverse effect on Grantor’s ability to perform its obligations under this Assignment without the prior written consent of Lender; or (ii) withdraw as an owner of Borrower; or (iii) waive, release, or compromise any material rights or claims Grantor may have against any other party which arise under any Governing Agreement. Grantor will not vote under any Governing Agreement to cause Borrower to dissolve, liquidate, merge or consolidate with any other entity or take any other action under a Governing Agreement that would materially adversely affect the security interest created by this Assignment, including without limitation the value or priority thereof, or to cause Borrower to elect to have Grantor’s ownership interests conferred under the Governing Agreement be governed under Article 8 of the Code. Grantor will not permit, suffer or otherwise consent to the modification or redemption of existing interests in Borrower or the issuance of any new or additional interests, or options to acquire interests, in Borrower.
Governing Agreements. (i) Such Pledgor shall not, without the prior written consent of Administrative Agent in each instance, which consent may be withheld, granted, or conditionally granted, in Administrative Agent's reasonable discretion, vote the Collateral in which it holds an interest, in favor of or consent to any resolution or action which, as determined by the Administrative Agent in its reasonable discretion, does or might:
Governing Agreements. (i) Promptly after the filing thereof, any amendments, restatements or modifications to the Governing Agreements of any of the Relevant Subsidiaries (other than the Governing Agreements set forth in 5.06(p)(iii)); and (ii) at least 30 days prior to such change, any change in name, jurisdiction of incorporation, organization or formation of any Borrower or any of its Relevant Subsidiaries.
Governing Agreements. Each Governing Agreement is in full force and effect and has not been modified, amended or supplemented except for any modifications, amendments and supplements approved by Buyer. The representations and warranties set forth in this Agreement shall survive transfer of the Purchased Assets to Buyer and shall continue for so long as the Purchased Assets are subject to this Agreement.
Governing Agreements. 4.1 The copies of the Organisational Documents of the Target Group Companies contained in the Disclosure Documents are up to date, true, accurate and complete in all respects and copies of all the resolutions and agreements required to be annexed to or incorporated in those documents by Law are annexed or incorporated.
Governing Agreements. Attached hereto as Exhibit B are true and complete copies of the limited liability company agreements or limited partnership agreements, as applicable, of each Loan Party as in effect on the date hereof and on the date on which the resolutions referred to in paragraph 3 below were adopted, and no action has been taken to amend, modify or repeal such limited liability company agreements and limited partnership agreements, each such limited liability company agreement and limited partnership agreement being in full force and effect in the form provided as of the date hereof.
Governing Agreements. With respect to signatories to this Agreement who are signatories to the Shareholders Agreement, the provisions of this Agreement shall supersede and replace the inconsistent provisions of the Shareholders Agreement in their entirety, except as expressly set forth herein in Sections 2(h) and 26(d).