Amendment Contract Clauses (12,532)

Grouped Into 328 Collections of Similar Clauses From Business Contracts

This page contains Amendment clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Amendment. Any Amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee's consent.
Found in Haverty Furniture Companies, Inc. contract
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Amendment. Any Amendment Subject to the terms of Section 17 of the Plan, any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall will adversely affect the rights of the Grantee under this Agreement without the Grantee's consent. 17.Severability. In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provis...ion so invalidated will be deemed to be separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid and fully enforceable. View More
Found in Flowers Foods Inc. contract
Amendment. Any Amendment amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall materially adversely affect the Optionee's rights with respect to the Option without the Optionee's consent and the Optionee's consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 10D of the Grantee under this Agreement without the Grantee's cons...ent. Exchange Act. View More
Found in Cibus Global, Ltd. contract
Amendment. Any Amendment amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that (a) no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee's consent. written consent, and (b) the Grantee's consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code or Section 10D of the Act.
Found in Conagra Brands contract
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Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.
Found in XERIS PHARMACEUTICALS INC contract
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Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly an expressly authorized representative of the Company.
Found in ALBIREO PHARMA, INC. contract
Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company. Company (which shall not include the Executive) with Board approval.
Found in Allena Pharmaceuticals, Inc. contract
Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive Employee and by a duly an expressly authorized representative of the Company.
Found in Kiniksa Pharmaceuticals, Ltd. contract
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Amendment. Effective as of March 20, 2019, Section 1 of the Agreement is hereby amended by deleting the definition of "Expiration Date" in its entirety and replacing it with the following (modified text underlined for review purposes): "Expiration Date": The earliest of (i) May 31, 2019, (ii) at Purchaser's option, upon the occurrence of an Event of Default, and (iii) the date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law. SECTION 2. Condition Prece...dent. As a condition precedent to the effectiveness of this Amendment, Seller shall remit to Purchaser a pro-rated facility fee attributable to the extension of the Expiration Date (the "Additional Facility Fee"). The Additional Facility Fee shall be deemed due, earned and payable in full on the date hereof. Upon early termination of the Agreement, no portion of the Additional Facility Fee will be refunded to the Seller. SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser all fees and out of pocket expenses incurred by Purchaser in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Purchaser incurred in connection with this Amendment, in accordance with Section 22(a) of the Agreement. SECTION 4. Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Agreement. SECTION 5. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. SECTION 6. Representations. In order to induce Purchaser to execute and deliver this Amendment, Seller hereby represents to Purchaser that as of the date hereof, after giving effect to this Amendment, (i) Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default or servicing termination event (as described in Section 6(f) of the Agreement) has occurred and is continuing under the Program Documents. SECTION 7. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law provisions (except for Section 5-1401 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of New York, except to the extent preempted by federal law. SECTION 8. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 9. Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. View More
Found in loanDepot, Inc. contract
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Amendment. Effective as of March 20, 2019, Section the Effective Date, the Purchase Agreement is hereby amended as follows:Section 1 of the Purchase Agreement is hereby amended by deleting the definition of "Expiration defined term "Maturity Date" in its entirety and replacing it with the following (modified text underlined for review purposes): "Expiration Date": The earliest of (i) May 31, 2019, (ii) at Purchaser's option, upon the occurrence of an Event of Default, and (iii) the date on which this Agree...ment shall terminate in accordance with the provisions hereof or by operation of law. following: "Maturity Date" means March 29, 2019. SECTION 2. Condition Precedent. As a condition precedent to the effectiveness of this Amendment, Seller shall remit to Purchaser a pro-rated facility fee attributable to the extension of the Expiration Date (the "Additional Facility Fee"). The Additional Facility Fee shall be deemed due, earned and payable in full on the date hereof. Upon early termination of the Agreement, no portion of the Additional Facility Fee will be refunded to the Seller. SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser all fees and out of pocket expenses incurred by Purchaser and Agent in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Purchaser and Agent incurred in connection with this Amendment, in accordance with Section 22(a) 21 of the Purchase Agreement. SECTION 4. 3. Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Purchase Agreement. SECTION 4. Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day (the "Effective Date") when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser: (a)all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b)a copy of this Amendment duly executed by each of the parties hereto; (c)a copy of (i) the Amendment Number Nine to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (ii) the Amendment Number Five to Second Amended and Restated Pricing Side Letter ("Amendment No. 5"), (iii) the Amendment Number Twelve to the Loan and Security Agreement, dated as of the date hereof and (iv) the Amendment Number Nine to the Mortgage Loan Participation Purchase and Sale Agreement Pricing Side Letter, in each case duly executed by each of the parties thereto; (d)the payment of the Extension Fee (as defined in Amendment No. 5); and (e)any other documents reasonably requested by Purchaser on or prior to the date hereof. SECTION 5. Limited Effect. Except as amended hereby, the Purchase Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Purchase Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Purchase Agreement, any reference in any of such items to the Purchase Agreement being sufficient to refer to the Purchase Agreement as amended hereby. SECTION 6. Representations. In order to induce Purchaser and Agent to execute and deliver this Amendment, Seller hereby represents to Purchaser and Agent that as of the date hereof, after giving effect to this Amendment, (i) Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no Potential Default default or Event event of Default or servicing termination event (as described in Section 6(f) of the Agreement) default has occurred and is continuing under the Program Documents. Documents, and (iii) no Servicing Termination Event has occurred and is continuing under the Purchase Agreement. SECTION 7. Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law provisions (except for Section 5-1401 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with governed by the laws of the State of New York, except without regard to principles of conflict of laws (other than Sections 5-1401 and 5-1402 of the extent preempted by federal law. New York General Obligations Law which shall be applicable). SECTION 8. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 9. Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. View More
Found in Mr. Cooper Group Inc. contract
Amendment. Effective as of March 20, 2019, June 16, 2014 (the "Amendment Effective Date"), but subject to the condition precedent set forth in Section 1 2 below, Section 2 of the Agreement is hereby amended by deleting the definition of "Expiration "Termination Date" in its entirety and replacing it with the following (modified text underlined for review purposes): "Expiration Date": The earliest of (i) May 31, 2019, (ii) at Purchaser's option, upon the occurrence of an Event of Default, and (iii) the foll...owing: "Termination Date" shall mean June 15, 2015, or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law. SECTION 2. Condition Precedent. As a condition precedent to the effectiveness of this Amendment, Amendment Number Three, Seller shall remit have paid to Purchaser a pro-rated facility fee attributable to Buyer (i) the extension May 2014 Extension Commitment Fee and (ii) the first installment of the Expiration Date (the "Additional Facility Fee"). The Additional Facility June 2014 Renewal Commitment Fee shall be deemed due, earned and payable (each as defined in full on the date hereof. Upon early termination of the Agreement, no portion of the Additional Facility Fee will be refunded to the Seller. Pricing Side Letter). SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser Buyer all fees and reasonable out of pocket costs and expenses incurred by Purchaser Buyer in connection with this Amendment, including Amendment Number Three (including all reasonable fees and out of pocket costs and expenses of the Buyer's legal counsel to Purchaser incurred in connection with this Amendment, counsel) in accordance with Section 22(a) Sections 23 and 25 of the Agreement. SECTION 4. Defined Terms. Any Representations. Seller hereby represents to Buyer that as of the date hereof, Seller is in full compliance with all of the terms capitalized but not otherwise defined herein should have and conditions of the respective meanings set forth in Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement. Agreement or any other Program Document. SECTION 5. Binding Effect; Governing Law. This Amendment Number Three shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER THREE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). SECTION 6. Counterparts. This Amendment Number Three may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. SECTION 7. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Three need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. SECTION 6. Representations. In order to induce Purchaser to execute and deliver this Amendment, Seller hereby represents to Purchaser that as of the date hereof, after giving effect to this Amendment, (i) Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default or servicing termination event (as described in Section 6(f) of the Agreement) has occurred and is continuing under the Program Documents. SECTION 7. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law provisions (except for Section 5-1401 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of New York, except to the extent preempted by federal law. SECTION 8. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 9. Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. View More
Found in Velocity Financial, LLC contract
Amendment. Effective as of March 20, 2019, July 19, 2019 (the "Amendment Effective Date"), the Agreement is hereby amended as follows: (a) Section 1 2 of the Agreement is hereby amended by deleting the definition of "Expiration Date" "Uncommitted Amount" in its entirety and replacing it with the following (modified text underlined for review purposes): "Expiration Date": The earliest of (i) May 31, 2019, (ii) at Purchaser's option, upon the occurrence of an Event of Default, and (iii) the date on which thi...s Agreement following: "Uncommitted Amount" shall terminate in accordance with the provisions hereof or by operation of law. mean $[***]. SECTION 2. Condition Precedent. As a condition precedent to Defined Terms. Any terms capitalized but not otherwise defined herein shall have the effectiveness of this Amendment, Seller shall remit to Purchaser a pro-rated facility fee attributable to respective meanings set forth in the extension of the Expiration Date (the "Additional Facility Fee"). The Additional Facility Fee shall be deemed due, earned and payable in full on the date hereof. Upon early termination of the Agreement, no portion of the Additional Facility Fee will be refunded to the Seller. Agreement. SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser Buyer all fees and reasonable out of pocket costs and expenses incurred by Purchaser Buyer in connection with this Amendment, including Amendment Number One (including all reasonable fees and out of pocket costs and expenses of the Buyer's legal counsel to Purchaser incurred in connection with this Amendment, counsel) in accordance with Section 22(a) Sections 23 and 25 of the Agreement. SECTION 4. Defined Terms. Any Representations. Seller hereby represents to Buyer that as of the date hereof, the Seller is in full compliance with all of the terms capitalized but not otherwise defined herein should have and conditions of the respective meanings set forth in Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement. Agreement or any other Program Document. SECTION 5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN). SECTION 6. Counterparts. This Amendment Number One may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. SECTION 7. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number One need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. SECTION 6. Representations. In order to induce Purchaser to execute and deliver this Amendment, Seller hereby represents to Purchaser that as of the date hereof, after giving effect to this Amendment, (i) Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default or servicing termination event (as described in Section 6(f) of the Agreement) has occurred and is continuing under the Program Documents. SECTION 7. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law provisions (except for Section 5-1401 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of New York, except to the extent preempted by federal law. SECTION 8. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 9. Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. View More
Found in Caliber Home Loans, Inc. contract
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Amendment. The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth on the pages of the Credit Agreement attached as Exhibit A hereto.
Found in INSEEGO CORP. contract
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Amendment. The Credit As of the date of this letter agreement, the Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Credit Agreement attached as Exhibit Appendix A hereto.
Found in TriplePoint Venture Growth BDC Corp. contract
Amendment. The Credit Each party hereto agrees that, effective on the Amendment Effective Date, the Existing Agreement is hereby shall be amended as follows: (a) Each party hereto agrees that, effective on the Amendment Effective Date, the Existing Agreement shall be amended (i) to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined ...text) as set forth on in the pages of the Credit Existing Agreement attached as Exhibit A Annex I hereto. View More
Found in Cloud Peak Energy Inc. contract
Amendment. The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth on the pages of the Credit Agreement attached as Exhibit THE CREDIT AGREEMENT IS HEREBY AMENDED TO (A) DELETE THE RED OR GREEN STRICKEN TEXT (INDICATED TEXTUALLY IN THE SAME MANNER AS THE FOLLOWING EXAMPLES: STR...ICKEN TEXT AND STRICKEN TEXT); AND (B) TO ADD THE BLUE OR GREEN DOUBLE-UNDERLINED TEXT (INDICATED TEXTUALLY IN THE SAME MANNER AS THE FOLLOWING EXAMPLES: DOUBLE-UNDERLINED TEXT AND DOUBLE-UNDERLINED TEXT), IN EACH CASE, AS SET FORTH IN THE MARKED COPY OF THE CREDIT AGREEMENT ATTACHED AS ANNEX I HERETO AND MADE A hereto. PART HEREOF FOR ALL PURPOSES. View More
Found in GEE Group Inc. contract
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Amendment. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that, except as otherwise expressly provided in the Plan, no such amendment materially adversely affecting you...r rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. View More
Found in AVEDRO INC contract
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Amendment. This Restricted Stock Unit Award Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Restricted Stock Unit Award Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Restricted Stock Unit Award Agreement, so long as a copy of such amendment is delivered to you, and provided that, except as otherwise ...expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Restricted Stock Unit Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. View More
Found in SONIM TECHNOLOGIES INC contract
Amendment. This Restricted Stock Unit Award Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Restricted Stock Unit Award Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Restricted Stock Unit Award Agreement, so long as a copy of such amendment is delivered to you, and provided that, except as otherwise ...expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Restricted Stock Unit Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. View More
Found in Fastly, Inc. contract
Amendment. This Restricted Stock Unit Award Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Restricted Stock Unit Award Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Restricted Stock Unit Award Agreement, so long as a copy of such amendment is delivered to you, and provided that, except as otherwise ...expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Restricted Stock Unit Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. View More
Found in Atreca, Inc. contract
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Amendment. (a) Any term or provision of this Agreement may be amended by the Administrator without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Administrator delivers an Opinion of Counsel or an Officer's Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Con...dition is satisfied with respect to such amendment and the Administrator notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) This Agreement may also be amended from time to time by the Administrator and the Indenture Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Note Balance of the Controlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders. It will not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders will be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 12, the Administrator shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (d) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations under this Agreement, the Transaction Documents or otherwise. (e) Notwithstanding subsection (a) of this Section 12, this Agreement may only be amended by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no amendment shall be made to this Agreement that would (i) result in a variation of the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of the Noteholders and all of the Certificateholders. View More
Found in Huntington Funding, LLC contract
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Amendment. (a) Any term or provision of this Agreement may be amended by the Administrator Issuer, the Administrator, and the Indenture Trustee, with the consent of the Owner Trustee but without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee Noteholder or Certificateholder or any other Person Person, subject to the satisfaction of one of the following conditions: (i) the Administrator delivers an Officer's Certificate or Opinion of Counsel or an Officer's Certificate to... the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and amendment; 8 (Nissan 2016-C Administration Agreement) provided, however, that in the event any Certificates are held by anyone other than the Administrator notifies or any of its Affiliates, this Agreement may only be amended by the Issuer, the Administrator and the Indenture Trustee if, in writing that addition, (i) the Rating Agency Condition is satisfied with respect Holders of the Certificates evidencing a majority of the Certificate Balance consent to such amendment. amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (b) This Agreement may also be amended from time to time by the Administrator Issuer, the Administrator, and the Indenture Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Note Balance of the Controlling Class, Owner Trustee, for the purpose of adding any provisions to or modifying or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders. Certificateholders with the consent of: (i) the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; and (ii) the Holders of the Certificates evidencing a majority of the Certificate Balance. It will shall not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders will be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 12, the Administrator shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (d) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations under this Agreement, the Transaction Documents or otherwise. (e) Notwithstanding subsection (a) of this Section 12, this Agreement may only be amended by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no amendment shall be made to this Agreement that would (i) result in a variation of the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of the Noteholders and all of the Certificateholders. View More
Found in NISSAN AUTO RECEIVABLES CORP II contract
Amendment. (a) Any term or provision of this This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Issuer, the Administrator and the Indenture Trustee, with the consent of the Owner Trustee, and without the consent of any of the Indenture Trustee, Noteholders or the Certificateholders, to cure any Noteholder, ambiguity, to correct or supplement any provisions in this Agreement or for the Issuer, purpose of adding any provisions to or changing in any manne...r or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, that either (i) an Officer's Certificate shall have been delivered by the Servicer to the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Administrator delivers an Opinion of Counsel or an Officer's Certificate to and the Indenture Trustee to the effect certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interests interest of the Noteholders; any Noteholder or (ii) the Rating Agency Condition is has been satisfied with in respect to of such amendment and the Administrator notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such proposed amendment. (b) This Agreement may also be amended from time to time by the Issuer, the Administrator and the Indenture Trustee, with the consent of the Owner Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Note Balance outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11 (except as described in the Certificateholders. last sentence of this paragraph) may (x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions required to be made for the benefit of any Noteholders or Certificateholders without the consent of all Noteholders and Certificateholders adversely affected thereby, or (y) reduce the percentage of the Notes or Certificates which are required to consent to any such amendment without the 11 consent of the Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer's Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the Noteholders or the Certificateholders, for the purpose of conforming the provisions in this Agreement to the descriptions thereof contained in the prospectus, dated October 4, 2016, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Administrator shall furnish written notification of the substance of such amendment or consent to the Certificateholder and each of the Rating Agencies. It will shall not be necessary for the consent of the Certificateholders, the Noteholders or Certificateholders the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it will shall be sufficient if such consent approves shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and the Certificateholders will shall be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 12, the Administrator shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (d) prescribe. Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. Agreement. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially affects its own rights, duties or immunities under this Agreement or otherwise. The fees and adversely affects expenses of the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations under this Agreement, the Transaction Documents or otherwise. (e) Notwithstanding subsection (a) of this Section 12, this Agreement may only be amended by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to Trustee and the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no in connection with any amendment or supplement hereto shall be made to this Agreement that would (i) result in a variation of paid by the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of the Noteholders and all of the Certificateholders. Administrator. View More
Found in TOYOTA AUTO FINANCE RECEIVABLES LLC contract
Amendment. (a) Any term or provision of this Agreement may be amended by the Administrator without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Administrator delivers to the Indenture Trustee (a) an Opinion of Counsel or an Officer's Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; ...and (b) an Officer's Certificate of the Administrator to the effect that such amendment will not materially or adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Administrator notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) This Agreement may also be amended from time to time by the Administrator Issuer and the Indenture Trustee, Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Note Balance of the Controlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders. Noteholders. It will not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders will be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 12, the Administrator shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, amendment or consent, the Administrator shall furnish a copy of such amendment or consent to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. Person (which consent shall not be unreasonably withheld or delayed). 7 (d) Prior to the execution of any amendment pursuant to this Agreement, Section 12, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into or execute on behalf of the Issuer any such amendment which materially and adversely affects the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations under this Agreement, the Transaction Documents or otherwise. (e) Notwithstanding subsection (a) of this Section 12, this Agreement may only be amended by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no amendment shall be made to this Agreement that would (i) result in a variation of the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of the Noteholders and all of the Certificateholders. Agreement. View More
Found in USAA ACCEPTANCE LLC contract
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Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Options or Shares as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by you and the Company.
Found in MARCHEX INC contract
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Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on your rights with respect to the Options or Award Shares as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by you and each of the Company. parties hereto.
Found in MARCHEX INC contract
Amendment. This Agreement may be amended from time to time by the Administrator Committee in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Options Units or Shares as determined in the discretion of the Administrator, Committee, except as provided in the Plan or in a written document signed by you the Participant and the Company.
Found in AxoGen, Inc. contract
Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a any manner that would have a materially adverse effect on the Options or Shares RSUs as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by you and each of the Company. parties hereto.
Found in Axsome Therapeutics, Inc. contract
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Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant's material rights under this Agreement without the Participant's consent.
Found in Blink Charging Co. contract
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Amendment. The Committee Board, directly or through its delegation of authority to the Committee, has the right to amend, alter, suspend, discontinue or cancel the Option, Restricted Stock Unit, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant's Recipient's material rights under this Agreement without the Participant's Recipient's consent.
Found in READING INTERNATIONAL INC contract
Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel the Option, Restricted Stock Units, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant's material rights under this Agreement without the Participant's consent.
Found in AUDIOEYE INC contract
Amendment. The Committee Board of Directors has the right to amend, alter, suspend, discontinue or cancel the Option, Restricted Shares, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant's Director's material rights under this Agreement without the Participant's Director's consent.
Found in Command Center, Inc. contract
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Amendment. The first sentence of Section 3.1 of the Employment Agreement, as amended by the First Amendment and Second Amendment, is hereby deleted and replaced in its entirety by the following:As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a "Base Salary" of $328,000.00 per annum effective as of the Effective Date, payable in 24 equal semi-monthly installments, or in such other period...ic installments as mutually agreed to by the Corporation and Officer. View More
Found in Community Healthcare Trust Incorporated contract
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Amendment. The first sentence of Section 3.1 of the Employment Agreement, as amended by the First Amendment, Second Amendment and Second Third Amendment, is hereby deleted and replaced in its entirety by the following:As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a "Base Salary" of $328,000.00 $645,000.00 per annum effective as of the Effective Date, payable in 24 equal semi-monthly i...nstallments, or in such other periodic installments as mutually agreed to by the Corporation and Officer. View More
Found in Community Healthcare Trust Incorporated contract
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Amendment. This Agreement may not be modified, altered or changed except in writing and signed by both Parties wherein specific reference is made to this Agreement.
Found in Meridian Bioscience, Inc. contract
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Amendment. This Agreement may not be modified, altered or changed except in writing and signed by both Parties upon express written consent of all parties wherein specific reference is made to this Agreement.
Found in SkyWest, Inc. contract
Amendment. This Separation Agreement and Release may not be modified, altered altered, or changed except in writing and signed by both Parties wherein specific reference is made to this Agreement. Separation Agreement and Release.
Found in SYSTEMAX INC contract
Amendment. This Agreement may not be modified, altered or changed except in writing and signed by upon express written consent of both Parties parties wherein specific reference is made to this Agreement.
Found in Celanese contract
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