Material Agreement. With respect to a person, any agreement, contract, joint venture, lease, commitment, guaranty or other contractual arrangement or any bond, debenture, indenture, mortgage, deed of trust, loan or security agreement, note, instrument or other evidence of indebtedness, which in the case of any of the foregoing is material to the business, assets, operations, condition or prospects, financial or otherwise, of such person or which is material to the ability of such person to perform its obligations under this Agreement.
Material Agreement. No Default shall have occurred or be continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document; and
Material Agreement. No Default or Event of default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.
Material Agreement. The default by any Borrower, or termination as a result of any such default, under any material license, distributor, franchise or similar agreement used or useful in the operation of the Borrowers' business, including, without limitation, any license issued by any applicable licensing authority, which would reasonably be expected to result in a Material Adverse Change; or
Material Agreement. The Borrower shall not, without the consent of the Agent, materially amend or terminate the Antecip License Agreement. The Borrower shall give prompt written notice to the Agent of entering into a Material Agreement or materially amending or terminating a Material Agreement.
Material Agreement. Borrower shall observe each term, covenant and agreement contained in this Agreement and each of the other Financing Documents.
Material Agreement. Except as set forth in Schedule 3.4 to the Credit Agreement, no consent of any party (other than the Grantor) to any Material Agreement is required, or purports to be required, in connection with the execution, delivery and performance of this Security Agreement. Each Material Agreement is in full force and effect and constitutes a valid and legally enforceable obligation of the parties thereto, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). No consent or authorization of, filing with or other act by or in respect of any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of any of the Material Agreements by any party thereto other than those which have been duly obtained, made or performed, are in full force and effect and do not subject the scope of any such Material Agreement to any material adverse limitation, either specific or general in nature. Neither the Grantor nor to the best of the Grantor's knowledge any other party to any Material Agreement is in default in the performance or observance of any of the terms thereof. The Grantor has fully performed in all material respects all its obligations under each of the Material Agreements. The right, title and interest of the Grantor in, to and under each Material Agreement are not subject to any defense, offset, counterclaim or claim which would materially adversely affect the value of such Material Agreement as Collateral, nor have any of the foregoing been asserted or alleged against the Grantor as to any Material Agreement. The Grantor has delivered to the Agent a complete and correct copy of each Material Agreement, including all amendments, supplements and other modifications thereto and will deliver any other Contract which the Agent may request. No amount payable to the Grantor under or in connection with any Material Agreement is evidenced by any Instrument or Chattel Paper which has not been delivered to the Agent.
Material Agreement. The Pledgor acknowledges that this Agreement is a material agreement between the Pledgor and the Sellers and is required to be in full force and effect as of the Closing Date as a condition to the Majority Sale pursuant to Section 7.02(a)(iv) of the SPA.
Material Agreement. The Administrative Agent shall have received true and complete executed copies of all Material Agreements, together with all amendments, waivers, exhibits, schedules and annexes thereto. The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying that each such Material Agreement, together with all amendments, waivers, exhibits, schedules and annexes thereto, are true and complete and in full force and effect as of the Closing Date. The Administrative Agent shall be satisfied in its reasonable discretion with the terms and conditions of each Material Agreement (together with all amendments, waivers, exhibits, schedules and annexes thereto).
Material Agreement. No Default shall have occurred or be continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or reasonably acceptable or satisfactory to such Person unless the Administrative Agent shall have received notice from such Person prior to the proposed Closing Date specifying its objection thereto.
