No Amendments to Financing Commitments Sample Clauses

No Amendments to Financing Commitments. Parent shall not, without the prior written consent of the Company, amend, modify, supplement, replace or waive any of the conditions to funding contained in any of the Financing Commitments (or any definitive agreements related thereto) or any other provisions of, or remedies under, the Financing Commitments (or any definitive agreements related thereto) to the extent such amendment, modification, supplement, replacement or waiver would, or would reasonably be expected to, (i) reduce the aggregate amount of the Financing such that the Buyer Parties will not have sufficient cash proceeds to pay the Required Amount and consummate the transactions contemplated by the Agreement; (ii) adversely affect the ability of the Buyer Parties to timely consummate the transactions contemplated by this Agreement, including the ability to pay the Required Amount in full; (iii) (x) impose new or additional conditions to the funding of the Financing or (y) expand, amend or modify any of the existing conditions to the funding of the Financing in a manner that could make the funding of the Financing less likely to occur or prevent, materiality hinder, or delay the Closing; (iv) delay or prevent the Closing Date or make the timely funding of the Financing or the satisfaction of the conditions to obtaining the Financing less likely to occur in any respect; (v) adversely impact the ability of Parent to enforce its rights against the other parties to the Financing Commitments; or (vi) result in the termination of any Financing Commitment or any definitive agreement related thereto (the effects described in clauses (i) through (vi), collectively, the “Prohibited Modifications”); provided, however, that any customary amendment, modification, supplement or waiver of any provision of the Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities of similar creditworthiness that have not executed the Debt Commitment Letter as of the date of this Agreement shall not constitute a Prohibited Modification. In the event that Parent amends, modifies, supplements, replaces or waives the Financing Commitments in accordance with this Section 6.5, references in this Agreement to “Debt Financing,” “Debt Financing Commitment,” “Equity Financing,” “Financing,” “Financing Commitments,” “Financing Sources” (and the other like terms in this Agreement) shall be deemed to refer to the Financing as so amended, supplemented, replaced or waived. In th...
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Related to No Amendments to Financing Commitments

  • Amendments and Waivers (a) If the ICANN Board of Directors determines that an amendment to this Agreement (including to the Specifications referred to herein) and all other registry agreements between ICANN and the Applicable Registry Operators (the “Applicable Registry Agreements”) is desirable (each, a “Special Amendment”), ICANN may adopt a Special Amendment pursuant to the requirements of and process set forth in this Section 7.6; provided that a Special Amendment may not be a Restricted Amendment.

  • Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

  • Amendment This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

  • Modification This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or assignees.

  • Modifications This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without first obtaining a Rating Agency Confirmation from each Rating Agency then rating any Certificates of any Securitization; provided that no such Rating Agency Confirmation shall be required in connection with a modification (i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or with the Lead Securitization Servicing Agreement, or (ii) with respect to matters or questions arising under this Agreement, to make provisions of this Agreement consistent with other provisions of this Agreement (including, without limitation, in connection with the creation of New Notes pursuant to Section 32).

  • Waivers No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

  • Confirmation of Agreement Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

  • Conditions Precedent The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

  • Transactions with Affiliates Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

  • Certain Fees No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

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