Material Amendments. Without the prior written consent of Administrative Agent consistent with this Section 9.04, no Borrower shall alter, amend, modify, restate, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of any Borrower, any Managing Entity, Administrative Agent or Secured Parties, in each case relating to Capital Calls, Capital Commitments, Capital Contributions or Unfunded Commitments, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “material amendment”). With respect to any proposed amendment, modification or change to any Constituent Document (including, for avoidance of doubt, pursuant to any Side Letter) (except any supplement to a private placement memorandum that does not pertain to the Collateral or the Secured Parties’ rights therein, as may be determined by the applicable Borrower in its reasonable discretion), the applicable Borrower shall use reasonable efforts to notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole discretion, whether such proposed amendment, modification or change to such Constituent Document is a material amendment, and shall notify the applicable Borrower of its determination within five Business Days of the date on which it is deemed to have received such notification pursuant to Section 12.07. If Administrative Agent determines that the proposed amendment is a material amendment and notifies the Borrowers in writing of such determination, the approval of the Required Lenders and Administrative Agent, in their reasonable discretion, will be required (unless the approval of a different percentage of Lenders is required consistent with the terms of Section 12.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by the applicable Borrower, and Lenders shall be required to respond to such requests within five Business Days of such notice, and if no response is given such Lender shall be deemed to have approved the proposed amendment. If Administrative Agent determines that the proposed amendment is not a material amendment, the applicable Borrower may make such amendment without the consent of Lenders. Notwithstanding the fore...
Material Amendments. Each Borrower will not, and will not permit any of its Subsidiaries, to enter into any material amendment, waiver or modification of (a) any Material Contract that is adverse to the interests of Agent and Lenders and (b) any of the 2021 Note Purchase Documents (i) that is adverse to the interests of Agent and Lenders and (ii) without delivering a copy of such amendment, modification or supplement to Agent.
Material Amendments. No later than five Business Days after the effectiveness thereof, copies of any material amendment, supplement, waiver or other modification in respect of any material Second Lien Loan Document; provided that, the availability of the foregoing on the SEC’s XXXXX service (or successor thereto or similar service of any other national securities exchange) shall be deemed to satisfy the Loan Parties’ delivery obligations pursuant to this clause (t); and
Material Amendments. The Company will not, and will not permit any of its Subsidiaries to, consent to any material amendment, supplement or other modification to any of the terms and provisions of the Burlington Agreement or the Difco Agreement.
Material Amendments. Enter into any material amendment, waiver or modification of any Material Contract that is materially adverse to the interests of Agent and Lenders (including, without limitation, the Supply Agreements and the KeyBank Documents).
Material Amendments. 12.7.1 Material amendments require Authority approval. Pursuant to NRS 388A.231- 360 any material amendment to this Charter Contract will be effective only if approved in writing by the Authority. The proposed amendment must be submitted in a manner consistent with applicable law and regulation and defined in the Operations Manual. A material amendment shall not become effective and the Charter School shall not take action or implement the change requested in the amendment until the amendment is approved, in writing, by the Authority. Changes in operation that are considered material and require the Charter School to obtain an amendment to this Charter Contract include, but are not limited to, the following:
Material Amendments. (a) Suspend, terminate or make provisional in any way, any material Governmental Approval granted to Borrower; (b) make, or agree to make (to the extent Borrower has consent rights in connection therewith), any material modification, amendment or waiver of any of the material terms or provisions of any of Borrower’s organizational documents or (c) make, or agree to make, or otherwise permit, any material modification, amendment or waiver of any of the terms or provisions of any Material Contract other than any modification, amendment or waiver to Permitted Indebtedness.
Material Amendments. Any Party may propose material amendments to the HCP or this IA by notice to the other Parties. As soon as practicable after such notice, the Parties will meet and confer to agree on a reasonable plan and time schedule for the Services and the State to complete the processes necessary for each Party to consider and act on the proposed amendments. To the extent allowed by applicable federal and state law, the Parties will jointly solicit public comments, conduct any public hearings, prepare any environmental and other analyses, and comply with other procedures required for them to act on the proposed amendments. However, each Party reserves the right to make its own decisions with respect to proposed amendments, in accordance with its own governing laws, rules and policies, and each Party recognizes that none of the other Parties can commit to accept any proposed amendments without first completing all required procedures and making its own determinations with respect to whether it can and should approve the proposed amendments.
Material Amendments. Make, or permit any of its Subsidiaries to make, any material amendment to any agreements with any employee or independent contractor (including, without limitation, any optometrist or surgeon providing refractive laser or other services) unless the Loan Parties reasonably determine that such amendment results in cash savings or improved liquidity for the Loan Parties after consultation with the Required Lenders.
Material Amendments. In the event Health Plan provides notice of amendment to the Agreement or the Provider Manual or provides notice of a material change in benefits under any Managed Care Plan, Medical Group shall be bound by such amendment unless (i) Medical Group provides Health Plan with notice of objection within the thirty (30) calendar day notice period, and (ii) such change affects a material duty or responsibility of Medical Group, and (iii) the change has a material adverse economic effect upon Medical Group as reasonably demonstrated by Medical Group to Health Plan. In such event, Medical Group and Health Plan shall seek to agree to an amendment to this Agreement which satisfactorily addresses the effect on Medical Group's material duty or responsibility and reimburses the material economic detriment caused to Medical Group. In such event, the amendment shall not be effective until the parties amend the Agreement through a written amendment signed by both parties. Notwithstanding the above, in the event that Health Plan disagrees with Medical Group's notice of objection an seeks to enforce any amendment despite such notice, Health Plan agrees that it will meet with Medical Group in an attempt to resolve the disagreement and if the disagreement cannot be resolved through meetings, Medical Group may submit the disagreement to arbitration in accordance with the provisions of this Agreement.
