Amendment Contract Clauses (12,532)

Amendment. Section 4.21(a) of the SPA is deleted in its entirety and replaced as follows: "(a) From the date hereof until the date that is thirty-six (36) months following the closing of a Qualified Offering, upon any issuance by the Company of Common Stock or Common Stock Equivalents for consideration (a "Subsequent Financing"), each Purchaser shall have the right to participate in the Subsequent Financing in an amount equal to 30% of the amount of the Subsequent Financing (excluding any over-allotment am...ount) (the "Participation Maximum") on the same terms, conditions and price provided for in the Subsequent Financing." 3. Representations and Warranties. In order to induce Purchaser to enter into this Amendment, Company, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Amendment or the performance of any of the obligations of Company hereunder. (b) There is no fact known to Company or which should be known to Company which Company has not disclosed to Purchaser on or prior to the date of this Amendment which would or could materially and adversely affect the understanding of Purchaser expressed in this Amendment or any representation, warranty, or recital contained in this Amendment. (c) Except as expressly set forth in this Amendment, Company acknowledges and agrees that neither the execution and delivery of this Amendment nor any of the terms, provisions, covenants, or agreements contained in this Amendment shall in any manner release, impair, lessen, modify, waive, or otherwise affect the liability and obligations of Company under the terms of the Transaction Documents. (d) Company has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Purchaser, directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any of the terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived, discharged and released. Company hereby acknowledges and agrees that the execution of this Amendment by Purchaser shall not constitute an acknowledgment of or admission by Purchaser of the existence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted. View More

Amendment. This Agreement may be amended only in the manner provided by the Company evidencing both parties' agreement to the amendment. This Agreement may also be amended, without prior notice to Grantee and without Grantee's consent before any Change in Control by the Committee if the Committee in good faith determines the amendment does not materially adversely affect any of Grantee's rights under this Agreement.4. Entire Agreement. This Agreement contains the entire agreement between Grantee and the Co...mpany with respect to the subject matter hereof and supersedes all prior agreements or understandings between the parties relating thereto. View More

Amendment. The following provisions shall apply, and the Original Agreement shall be deemed amended as of the Effective Date as follows: (a) Section 5.2(a) of the Original Agreement shall be amended by replacing the percentage "75%" in the first sentence thereof with the percentage "100%". (b) Section 5.2(b) of the Original Agreement shall be stricken and replaced by the following: "(b) For any fiscal year in which the Bonus is not subject to the deduction limit under Section 162(m) of the Code pursuant to... the transition relief provisions of Treasury Regulation Section 1.162-27(f)(1) (the "Transition Period"), the full estimated Bonus (less applicable withholding taxes) shall be paid no later than December 31 of the fiscal year to which such Bonus relates based on estimated Consolidated EBITDA for such fiscal year (the "Estimated Bonus"); provided that, if the ARH Group's Consolidated EBITDA, as reflected, without duplication, in the audited financial statements of the ARH Group for such fiscal year differs from the ARH Group's estimated Consolidated EBITDA for such fiscal year, as reflected in the unaudited, internal financial statements used to determine the Estimated Bonus, then the Bonus shall be recalculated by the Board, and the Company or the Executive, as the case may be, shall pay to the other, within 30 days of such determination, any amounts that are required to reflect the actual amount of the Bonus for such fiscal year, based upon the ARH Group's Consolidated EBITDA, as reflected in the audited financial statements of the ARH Group. Following the Transition Period, the Bonus (less applicable withholding taxes) shall be paid to Executive at the same time as bonuses are generally payable to other senior executives of the Company, but in no event later than two and one-half months following the close of the fiscal year to which the Bonus relates." 3. Amendment Governs in the Case of Conflict. In the event that any terms or provisions of the Original Agreement conflict or are inconsistent with the terms and provisions of this Amendment, the terms of this Amendment shall govern and control. View More

Amendment. No amendment or modification of any provision of this Agreement shall be effective without the written agreement of Holder and T3, and no termination or waiver or any provision of this Agreement, or consent to any departure by T3 therefrom, shall in any event be effective without the written concurrence of Holder. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

Amendment. The Company and the Sellers hereby agree that the Percentage Participations are amended to be as set forth in Schedule I hereto with respect to the July 2018 calendar month purchase and sale obligations.

Amendment. This Agreement may be amended by the mutual consent of the parties; provided, however, that in no event may it be amended without the approval of the trustees of the Trust in the manner required by the Investment Company Act, and, if required by the Investment Company Act, by the vote of the majority of the outstanding voting securities of the affected Fund, as defined in the Investment Company Act.

Amendment. This Agreement may be amended by a written agreement executed by the Company and the Participant; provided, however, that the Committee may modify the terms of this Agreement without the consent of the Participant in any manner that is not materially adverse to the Participant.

Amendment. Any amendment, modification or revision of this Agreement shall be effective only if in a written instrument executed by the Stockholder, Parent and the Company. Any waiver of compliance or consent with respect to the rights or obligations of Parent or the Company must be signed by Parent or the Company, as applicable, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. 4 12. Assignment; Third Party Beneficiaries. This Agreeme...nt may not, without the prior written consent of Parent and the Company, be assigned, and any attempted assignment shall be null and void. The Company, Parent and their respective successors and assigns are intended third party beneficiaries of this Agreement. View More

Amendment. The Security Agreement is hereby amended as follows: (a) Secured Party. The definition of "Secured Party" in the Security Agreement is hereby amended and restated to mean "BMO Harris Bank N.A., a national banking association." (b) Credit Agreement. The definition of "Credit Agreement" in the Security Agreement is hereby amended and restated to mean "the Credit Agreement, dated as of June 29, 2018, by and between the Secured Party and the Debtor, as the same may hereafter be amended, restated, su...pplemented or otherwise modified." 3. No Termination. The parties hereto acknowledge and agree that notwithstanding any terms or conditions contained in the Security Agreement to the contrary, neither this Assignment, nor any other assignment, amendment or restatement of any other Loan Document (as defined in the 2016 Credit Agreement), shall trigger a termination of the Security Agreement. View More

Amendment. Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and Grantee, and as approved by the Committee or its delegate. Notwithstanding any provision in this Agreement to the contrary, including Section 14, an amendment to the Plan that would materially and adversely affect Grantee's rights with respect to the award of Restricted Stock granted hereunder will not be effective with respect to such award.