Amendment Contract Clauses (12,532)

Amendment. This Agreement may not be altered, amended, or modified except in writing signed by the Parties.

Amendment. Pursuant to Article 11.3 of the Purchase Agreement, PHIL and KCCO hereby agree to amend and restate the following provisions of the Purchase Agreement: (i)Recital D to read as follows: "The parties hereto wish to enter into this Agreement whereby PHIL will pay a total purchase price of Sixty-Four Million Five Hundred Four Thousand Seven Hundred Fifty-Two U.S. Dollars ($64,504,752) to KCCO, as set forth in Section 2 below, in exchange for fifty point one percent (50.10%) of the equity ownership i...n KCCO pursuant to the terms and conditions of this Agreement." (ii)Article 5.4 to read as follows: "Immediately following the Closing, the parties hereto shall cause KCCO to distribute Sixteen Million Ninety-Four Thousand U.S. Dollars ($16,094,000) of the Closing Payment received by KCCO from PHIL to Yato Consulting, Inc., Alpha Power Group LLC, Kodiak Cole Consulting LLC, and Mac Advisors LLC (each a "Founding Member", and collectively, the "Founding Members") pursuant to the terms set forth in the Operating Agreement. The remainder of the Closing Payment will be used by KCCO for its working capital, expansion and growth. Notwithstanding the preceding sentence, the Founder Managers (as defined in the Operating Agreement) may elect to pay an aggregate amount of Two Million Eleven Thousand Seven Hundred Fifty U.S. Dollars ($2,011,750) of the remainder of the Closing Payment in the form of transaction bonuses to any Person (as defined in the Operating Agreement) selected by the Founder Managers." 2. General Provisions. Except to the extent specifically amended herein or supplemented hereby, the Purchase Agreement remains unchanged and in full force and effect, and this Second Amendment will be governed by and subject to the terms of the Purchase Agreement, as amended by this Second Amendment. All capitalized terms used in in this Second Amendment but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement. From and after the date of this Second Amendment, each reference in the Purchase Agreement to "this Agreement," "hereof," "hereunder" or words of like import, and all references to the Purchase Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind of nature (other than in this Second Amendment or as otherwise expressly provided) will be deemed to mean the Purchase Agreement, as amended by this Second Amendment, whether or not this Second Amendment is expressly referenced. In the event of a conflict between the terms of this Second Amendment and the terms of the Purchase Agreement, the terms of this Second Amendment shall control. This Second Amendment may be executed in counterparts, each of which will be deemed an original, and may be delivered by email, all of which together shall constitute a single instrument. This Second Amendment shall be governed by and construed in accordance with the laws of the State of California without regard for its conflict of laws rules. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of California and any United States District Court situated in the State of California for the purposes of construing and enforcing this Second Amendment. [Signatures on following page.] View More

Amendment. The Board may, at any time, without consent of or receiving further consideration from the Participant, amend this Agreement and the Award made pursuant hereto in response to, or to comply with changes in, Applicable law. To the extent not inconsistent with the terms of the Plan, the Board may, at any time, amend this Agreement in a manner that is not unfavorable to the Participant without the consent of the Participant. The Board may amend this Agreement and the Award made pursuant hereto other...wise with the written consent of the Participant. 5 14. Securities Act. (a) The issuance and delivery to the Participant of the Shares issuable upon vesting of the RSUs and Performance Shares have been registered under the Securities Act by a Registration Statement on Form S-8 that has been filed with the Securities and Exchange Commission ("SEC") and has become effective. The Participant acknowledges receipt from the Company of its Prospectus dated May 25, 2022, relating to the Award. (b) If the Participant is an "affiliate" of the Company, which generally means a director, executive officer or holder of 10% or more of its outstanding Shares, at the time Shares in respect of vested RSUs or Performance Shares are issued to the Participant, then any certificates for such Shares shall bear, or the relevant book entry for the Shares in the records of the Company's transfer agent shall reflect, the following legend or other similar legend then being generally used by the Company for Shares held by its affiliates: "THESE SHARES MUST NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL FOR THE ISSUER, IS EXEMPT FROM REGISTRATION THROUGH COMPLIANCE WITH RULE 144 OR WITH ANOTHER EXEMPTION FROM REGISTRATION." The Company shall remove such legend upon request by the Participant if, at the time of such request, the shares are eligible for sale under SEC Rule 144(b)(1), or any provision that has replaced it, in the opinion of the Company's counsel. View More

Amendment. No amendment, waiver, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Company's Articles, or by other agreements, including directors' and officers' liability insurance policies, of the Company.

Amendment. (a) Total Term Loan Commitment. The definition of the term "Total Term Loan Commitment" in Section 1.1 is hereby amended to provided that the term means the aggregate amount of the Term Loan Commitments as of the date of this Amendment No. 5 which is $7,950,000. (b) Borrowings. Section 2.2 is hereby amended by revising Section 2.2(c) to read in its entirety as follows: (c) Delayed Draw and Expansion Loans. During the Availability Period, subject to the satisfaction of the conditions set forth in... Article IV, additional Term Loans in the aggregate principal amount of $1,000,000 ("Delayed-Draw Loans") and, after the Delayed-Draw Loans have been fully funded, Expansion Loans in the aggregate principal amount of $4,950,000 may be borrowed during the Availability Period. All Delayed-Draw Loans and Expansion Loans shall be made pursuant to a Borrowing Certificate delivered to the Administrative Agent pursuant to Section 2.2(a). (c) Collateral. The Credit Parties will as promptly as practicable deliver a copy, executed by Fifth Third Bank, National Association (the "Depository Bank"), of the Amendment to Deposit Account Control Agreement by and among certain of the Credit Parties (including AGMI), the Administrative Agent and the Depository Bank heretofore executed by the applicable Credit Parties and the Administrative Agent. View More

Amendment. This Sublease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially in Sublessee's reasonable judgment) change Sublessee's rights, duties, liabilities or obligations hereunder, Sublessee agrees to make such reasonable non-monetary modifications to this Sublease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises. 8 46. Waiver of Jury Trial. THE... PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS SUBLEASE. View More

Amendment. No provision of this Agreement may be amended, waived, changed, or modified except by an agreement in writing signed by Participant and the Company, or in the case of a waiver, by the party waiving compliance.

Amendment. The Committee may amend, modify or terminate the Award and this Agreement without approval of the Grantee; provided, however, that such amendment, modification or termination shall not, without the Grantee's consent, reduce or diminish the value of this Award determined as if it had been fully vested on the date of such amendment or termination. Notwithstanding anything herein to the contrary, the Company is authorized, without Grantee's consent, to amend or interpret this Award and this Agreeme...nt certificate to the extent necessary, if any, to comply with Section 409A of the Code and Treasury regulations and guidance with respect to such law. 3 10. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative. View More

Amendment. 2.1The definition of Maximum Revolving Advance Amount set forth in Section 1.2 of the Credit Agreement is hereby amended and restated by the following: "Maximum Revolving Advance Amount" shall mean $50,000,000 through and including February 28, 2020, and $40,000,000 at all times thereafter. 2.2The definition of Revolving Note Maturity Date set forth in Section 1.2 of the Credit Agreement is hereby amended and restated by the following: "Revolving Note Maturity Date" shall mean September 30, 2020.... 2.3The maximum principal amount set forth in the third paragraph of the Revolving Credit Note is hereby amended from FORTY MILLION DOLLARS ($40,000,000) to FIFTY MILLION DOLLARS ($50,000,000). View More

Amendment. This Note may be amended or modified only with the written consent of Borrower and Lender.