Amendment Contract Clauses (38,020)

Amendment. This Agreement may be modified, amended or otherwise changed only in a writing signed by the Company, on the one hand, and the Investors, on the other hand.

Amendment. In accordance with the terms and conditions of the Agreement, the Agreement shall be amended as follows, effective as of the date hereof: a. The Recitals to the Agreement are hereby deleted and replaced in their entirety by the following: "WHEREAS, TP has previously entered into that certain Amended and Restated Sublicense Agreement (U.S.) dated January 12, 2018 (as amended by that certain First Amendment dated January 10, 2020, the "Sublicense"), pursuant to which TOP sublicensed to TP certain... rights in-licensed from Tikun Olam, Ltd., an Israeli corporation with registration number 514263771; WHEREAS, in exchange for certain equity consideration as further described herein, TP wishes to transfer and assign to JP, and JP wishes to receive and assume from TP, (i) any and all of TP's rights and responsibilities under the Sublicense; and (ii) the skincare business developed under Sarah Dakar and/or Michael Indursky, including without limitation all related tradenames, knowledge, formulations, documentation, confidential information, customer and supplier lists, and packaging, and any trademarks, patents, copyrights, trade secrets, or other intellectual property relating to any of the foregoing (collectively, the "Skincare Business"); and WHEREAS, JP has entered into a Tender Offer Support Agreement and Termination of Amalgamation Agreement (the "Tender Agreement") with Ameri Holdings, Inc. and certain other parties signatory thereto and it is the express intention of the parties hereto that the transactions contemplated hereby will be not consummated until all of the conditions to the closing of transaction contemplated by the Tender Agreement have been satisfied. NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:" b. Section 5.1 of the Agreement shall be deleted and replaced in its entirety by the following: "5.1 Definition of Effective Date. For purposes of this Agreement, "Effective Date" means the date that all of the conditions to the consummation of the transactions contemplated by the Tender Agreement have been satisfied and JP has confirmed that the closing of the Tender Agreement shall occur within 24 hours. For the avoidance, in all cases, the Effective Date shall be deemed to have occurred prior to the consummation of the Tender Agreement. If the consummation of the Tender Agreement has not occurred by January 1, 2021, any party hereto may terminate this agreement by delivering written notice to the other parties." 2. Effect of Amendment. Except as specifically set forth in this Amendment, all of the terms, provisions, representations, warranties, covenants and conditions contained in the Agreement shall remain unmodified and unwaived by the terms of this Amendment, and shall remain in full force and effect in accordance with their respective terms, and are hereby ratified, approved and confirmed in all respects. This Amendment shall not constitute any party's consent or indicate its willingness to consent to any other amendment, modification or waiver of the Agreement, the schedules thereto or any instruments or agreements referred to herein or therein. This Amendment is supplemental to the Agreement and does, and shall be deemed to, form a part of, and shall be construed in connection with and as a part of, the Agreement for any and all purposes. View More

Amendment. This Agreement may be amended, modified, superseded or canceled, in whole or in part, only by written instrument executed by Consultant and by an authorized representative of the Company.

Amendment. This Agreement may be amended or modified only by a written agreement executed and delivered by each of the Parties. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 10 shall be void, ab initio.

Amendment. The Committee has the right to amend or alter this Agreement, the Restricted Units and/or DERs; provided, that no such amendment shall adversely affect Participant's material rights under this Agreement without Participant's consent.

Amendment. This Agreement may not be amended except by the written consent of the parties. 1 A "senior foreign political figure" is defined as a current or former senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a current or former senior official of a major non-U.S. political party, or a current or former senior executive of a non-U.S. government-owned commercial enterprise. In addition, a "senior foreign... political figure" includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. For purposes of this definition, a "senior official" or "senior executive" means an individual with substantial authority over policy, operations, or the use of government-owned resources. An "immediate family member" of a senior foreign political figure means spouses, parents, siblings, children and a spouse's parents and siblings. A "close associate" of a senior foreign political figure means a person who is widely and publicly known (or is actually known) to be a close associate of a senior foreign political figure. 2 The term shell bank means a bank that does not maintain a physical presence in any country and is not subject to inspection by a banking authority. In addition, a shell bank generally does not employ individuals or maintain operating records. View More

Amendment. This Agreement may be amended or modified by written agreement executed by each of the parties hereto. 3 11. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions... contemplated hereby. View More

Amendment. Except as otherwise expressly set forth in this Warrant, any term of this Warrant may be amended or waived (either retroactively or prospectively) only with the written consent of the Company and the Holder.

Amendment. The Lease, as amended hereby, may only be amended by a writing signed by the parties hereto, or by an electronic record that has been electronically signed by the parties hereto and has been rendered tamper-evident as part of the signing process. The exchange of email or other electronic communications discussing an amendment to this Lease, even if such communications are signed, does not constitute a signed electronic record agreeing to such an amendment. Lessee acknowledges and accepts this... Section. Lessee's Initials: 6 16.Counterparts; Electronic Signatures. The Lease, as amended hereby, may be executed in counterparts, including both counterparts that are executed on paper and counterparts that are in the form of electronic records and are executed electronically. An electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e mail electronic signatures. All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original. The parties hereby acknowledge and agree that electronic records and electronic signatures, as well as facsimile signatures, may be used in connection with the execution of this Lease and electronic signatures, facsimile signatures or signatures transmitted by electronic mail in so-called pdf format shall be legal and binding and shall have the same full force and effect as if a paper original of this Lease had been delivered and signed using a handwritten signature. Lessor and Lessee (i) agree that an electronic signature, whether digital or encrypted, of a party to this Lease is intended to authenticate this writing and to have the same force and effect as a manual signature, (ii) intend to be bound by the signatures (whether original, faxed or electronic) on any document sent or delivered by facsimile, or electronic mail, or other electronic means, (iii) are aware that the other party will rely on such signatures, and (iv) hereby waive any defenses to the enforcement of the terms of this Lease based on the foregoing forms of signature. If this Lease has been executed by electronic signature, all parties executing this document are expressly consenting under the Electronic Signatures in Global and National Commerce Act ("E-SIGN"), and Uniform Electronic Transactions Act ("UETA"), that a signature by fax, email or other electronic means shall constitute an Electronic Signature to an Electronic Record under both E-SIGN and UETA with respect to this specific transaction. Lessee acknowledges and accepts this Section. View More

Amendment. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.