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. This Agreement may be amended only by a written agreement executed by the parties hereto which specifically states that it is amending this Agreement.
Amendment. This Agreement may be amended only by a written agreement writing executed by the parties hereto which specifically states that it is amending this Agreement.
Amendment. As of the Effective Date: (a)The last sentence of Section 2(a) is hereby deleted in its entirety. (b)Section 3(g)(1) is hereby deleted in its entirety and replaced with the following: "(1) 30% of Profits (as defined below)." 2. Miscellaneous. The Agreement, as modified hereby, contains the complete, entire and exclusive statement of the parties' understanding with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings between them with respect to... such subject matter. All of the terms, conditions, representations and warranties contained in the Agreement, as modified hereby, shall remain in full force and effect and are hereby ratified, confirmed and restated. In the event of any subsequent amendment of the Agreement, the terms and conditions of this Amendment shall remain in effect unless expressly modified by such amendment. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Amendment. This Amendment may be executed and delivered via email with the same force and effect as if it were executed and delivered by the parties simultaneously in the presence of one another.View More
Amendment. As of the Effective Date: (a)The last sentence (a)A reference to "December 31, 2017" in Section 15(b) of Section 2(a) the Agreement is hereby deleted in its entirety. (b)Section 3(g)(1) is hereby deleted in its entirety and replaced with the following: "(1) 30% of Profits (as defined below)." a reference to "December 31, 2018". 2. Miscellaneous. The Agreement, as modified hereby, contains the complete, entire and exclusive statement of the parties' understanding with respect to its subject matte...r and supersedes all prior and contemporaneous agreements and understandings between them with respect to such subject matter. All of the terms, conditions, representations and warranties contained in the Agreement, as modified hereby, shall remain in full force and effect and are hereby ratified, confirmed and restated. In the event of any subsequent amendment of the Agreement, the terms and conditions of this Amendment shall remain in effect unless expressly modified by such amendment. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Amendment. This Amendment may be executed and delivered via email with the same force and effect as if it were executed and delivered by the parties simultaneously in the presence of one another. View More
Amendment. The Committee may, to the extent consistent with the terms of this Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel, or terminate, this Award or this Award Agreement, prospectively or retroactively, except that any such waiver, amendment, alteration, suspension, discontinuance, cancellation, or termination that would materially and adversely affect the rights of the Grantee under this Award Agreement will not be effective without c...onsent of the Grantee. Except as provided in Section 14.1 of the Plan, the Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time.View More
Amendment. The Committee may, to the extent consistent with the terms of this Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel, or terminate, this Award or this Award Agreement, prospectively or retroactively, except that any such waiver, amendment, alteration, suspension, discontinuance, cancellation, or termination that would materially and adversely affect the rights of the Grantee under this Award Agreement will not be effective without c...onsent of the Grantee. Except as provided in Section 14.1 of the Plan, the Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time. 4 15. No Obligation to Employ. Nothing in this Award Agreement or the Plan will be construed as giving the Grantee any right to be retained in the employ or service of the Company or any Affiliate. The Company or any Affiliate may at any time dismiss the Grantee from employment or discontinue any consulting relationship, free from any liability or any claim under this Award Agreement and the Plan, unless otherwise expressly provided in this Award Agreement or the Plan. By accepting this Award, the Grantee will be deemed to have waived any claim to continued exercise or vesting of this Award or to damages or severance entitlement related to non-continuation of this Award beyond the period provided under this Award Agreement or the Plan, except to the extent of any provision to the contrary in any written employment contract or other agreement between the Company or any Affiliate and the Grantee, whether any such agreement is executed before, on, or after the Grant Date. View More
Amendment. This Release Agreement cannot be amended, except by a written document signed by the party against whom enforcement of any such amendment is sought.
Amendment. Pursuant to Section 9.09 of the Original Agreement, the Original Agreement is hereby amended as follows: (a) the date "January 31, 2018" in Section 7.03(f) of the Original Agreement is hereby amended to read "February 28, 2018"; (b) the date "February 1, 2018" in Section 2.07(a)(ii) of the Original Agreement is hereby amended to read "February 13, 2018"; (c) Section 5.01(b) of the Original Agreement is hereby amended in its entirety to provide as follows: "(b) Following the Effective Date, Paren...t shall conduct a private placement (the "Preferred Offering") of no more than 2,000,000 shares ("Preferred Offering Shares") of Parent Series A Preferred Stock under Rule 506(c) of Regulation D under the Securities Act at a price per share of not less than $5.50. The Parties acknowledge that the placement agent for the Preferred Offering shall be paid commissions of 10% of the offering price of the Preferred Offering Shares to investors and a non-accountable expense allowance of one percent (1%) of the gross proceeds raised in the Preferred Offering. If the conditions stated in Section 6.01(h) and Section 6.02(f) have been met or have been waived by Parent and Shareholders' Representative, Parent will have the right to sell all unsold Preferred Offering Shares after the Closing on the same terms as the sales that occurred before the Closing, other than the sales price per share thereof, which may be equal to or higher than $5.50 per share."; (d) Section 4.03(f) of the Original Agreement is hereby amended in its entirety to provide as follows: "(f) As of the Closing Date, except for Parent Series A Preferred Stock as contemplated by Section 5.01(a), Parent shall not have any outstanding options, warrants or other securities convertible into Parent Common Stock."; and (e) The definition of "Placement Agent Warrants" in Article I of the Original Agreement is hereby deleted in its entirety.View More
Amendment. Pursuant to Section 9.09 of the Original Agreement, the Original Agreement is hereby amended as follows: (a) Section 2.07(a) of the date "January Original Agreement is hereby amended in its entirety to provide as follows: (a) The sum of Two Million and 00/100 Dollars ($2,000,000.00) (the "Cash Consideration"); and (b) Section 2.07(c) of the Original Agreement is hereby amended in its entirety to provide as follows: (c) The Parties acknowledge and agree that the Equity Consideration shall be paid... at the Closing and that the Cash Consideration shall be paid at the Closing or as soon as reasonably practicable thereafter, and may be paid in one or more tranches, but shall be paid in full no later than March 31, 2018" in 2018. The Cash Consideration will be paid by wire transfer of immediately available funds to Shareholders' Representative pursuant to written wire instructions delivered to Parent by Shareholders' Representative. (c) Section 7.03(f) 2.08 of the Original Agreement is hereby amended to read "February 28, 2018"; (b) revise the date "February 1, 2018" in reference to "Section 2.07(a)(i)" therein to be a reference to "Section 2.07(a)". (d) Section 2.07(a)(ii) 2.16(a)(ix) of the Original Agreement is hereby amended in its entirety to read "February 13, 2018"; (c) provide as follows: (ix) [intentionally omitted]; (e) Section 2.16(b)(i) of the Original Agreement is hereby amended in its entirety to provide as follows: (i) subject to Section 2.07(c), the Cash Consideration; (f) Section 5.01(b) of the Original Agreement is hereby amended in its entirety to provide as follows: "(b) Following the Effective Date, Parent shall conduct a private placement (the "Preferred Offering") of no more than 2,000,000 shares ("Preferred Offering Shares") of Parent Series A Preferred Stock under Rule 506(c) of Regulation D under the Securities Act at a price per share of not less than $5.50. The Parties acknowledge that the placement agent for the Preferred Offering shall be paid commissions and expenses as determined by the officers of 10% of Parent in connection with the offering price sale of the Preferred Offering Shares to investors and a non-accountable expense allowance of one percent (1%) of the gross proceeds raised in the Preferred Offering. Shares. If the conditions stated in Section 6.01(h) and Section 6.02(f) have been met or have been waived by Parent and Shareholders' Representative, Parent will have the right to sell all unsold Preferred Offering Shares after the Closing on the same terms as the sales that occurred before the Closing, other than the sales price per share thereof, which may be equal to or higher than $5.50 per share."; (d) (g) Section 5.01(d) of the Original Agreement is hereby amended in its entirety to provide as follows: "(d) The Parent shall issue 739,522 shares of Parent Common Stock to National Community Development Fund I, LLC ("NCDF") or its designees, in return for consideration of the provision of services to Parent." (h) The number "2,000,000" in Section 5.01(e) of the Original Agreement is hereby amended to read "1,500,000". (i) Section 4.03(f) of the Original Agreement is hereby amended in its entirety to provide as follows: "(f) As of the Closing Date, except for Parent Series A Preferred Stock as contemplated by Section 5.01(a), 5.01(a) and any warrants or other securities that may be issued to the placement agent in connection with the Preferred Offering, Parent shall not have any outstanding options, warrants or other securities convertible into Parent Common Stock."; and (e) The definition of "Placement Agent Warrants" in Article I Stock." (j) Section 6.01(h) of the Original Agreement is hereby deleted amended in its entirety. entirety to provide as follows: "(h) Parent shall have received binding commitments from third-party investors in the Preferred Offering or shall have obtained one or more binding commitments from lenders to Parent, so as to provide to Parent a total amount of at least $3,500,000." (k) Section 6.02(f) of the Original Agreement is hereby amended in its entirety to provide as follows: "(h) Parent shall have received binding commitments from third-party investors in the Preferred Offering or shall have obtained one or more binding commitments from lenders to Parent, so as to provide to Parent a total amount of at least $3,500,000." 2 (l) The date "February 28, 2018" in Section 7.03(f) of the Original Agreement is hereby amended to read "March 9, 2018". View More
Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended to amend and restate the definition of "Capitalization Rate" set forth in Section 5.1 of the Credit Agreement to read as follows: "Capitalization Rate" means 6.50% for all Real Properties. Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent: 2.1. The Borrower, the Guar...antors, the Lenders and the Administrative Agent shall have executed and delivered to the Administrative Agent this Amendment; 2.2. The Borrower shall have delivered an Available Amount Certificate setting forth the components of the Available Amount giving effect to the deletion of the Orangeburg Property (as defined below) as Borrowing Base Property, and certifying that no Default or Event of Default is then continuing and that such deletion shall not result in a violation of the Borrowing Base Requirements. 2.3. Legal matters incident to the execution and delivery of this Amendment shall be reasonably satisfactory to the Administrative Agent and its counsel. Section 3. Representations. In order to induce the Administrative Agent and the Lenders to execute and deliver this Amendment, the Borrower and each Guarantor hereby represents to the Administrative Agent and the Lenders that (a) after giving effect to this Amendment, the representations and warranties set forth in Section 6 of the Credit Agreement are and shall be and remain true and correct in all material respects as of the date hereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (b) no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment. Section 4. Miscellaneous. 4.1. Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, the Notes, the other Loan Documents, 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 Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby. 4.2. The Borrower agrees to pay on demand all reasonable costs and out-of-pocket expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent. 4.3. (a) The Borrower has notified the Administrative Agent that the property located at 29 Corporate Drive, Orangeburg, NY (the "Orangeburg Property") that was owned by MREIC Orangeburg NY, LLC, a New York limited liability company (the "Orangeburg Guarantor") has been sold and ceases to be a Borrowing Base Property and that the Orangeburg Guarantor does not otherwise own any Borrowing Base Properties. The Administrative Agent hereby acknowledges and agrees that the Orangeburg Guarantor is hereby released from its obligations as a Guarantor under the Credit Agreement. (b) Each Guarantor consents to the amendments and modifications to the Credit Agreement as set forth herein (including the Orangeburg Guarantor release in Section 4.3(a) above) and confirms all of its obligations under its Guaranty remain in full force and effect. Furthermore, each Guarantor acknowledges and agrees that the consent of the Guarantors, or any of them, to any further amendments to the Credit Agreement shall not be required as a result of this consent having been obtained. 4.4. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of executed counterparts of this Amendment by Adobe portable document format (a "PDF") via e-mail or by facsimile shall be effective as an original. This Amendment shall be governed by the internal laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of New York) without regard to conflicts of law principles that would require application of the laws of another jurisdiction.View More
Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended to amend and restate the definition as follows: 1.1.Clause (n) of "Capitalization Rate" set forth in Section 5.1 8.8 of the Credit Agreement to read is hereby amended and restated in its entirety as follows: "Capitalization Rate" means 6.50% (n)stock repurchases of Borrower's stock not to exceed $17,000,000 in the aggregate as permitted hereunder; provided tha...t no stock repurchases shall be permitted unless the ratio of (i) the sum of (x) Adjusted EBITDA for all Real Properties. the immediately preceding Rolling Period plus (y) gains from the sale of unimproved land, including the sale of subsurface interests or the release of surface entry rights, net of taxes incurred in connection with the sale, for the immediately proceeding Rolling Period to (ii) the sum of (A) Fixed Charges for the immediately preceding Rolling Period, plus (B) the amount of any repurchases of the Borrower's equity securities by Borrower or an Affiliate during the immediately preceding Rolling Period, plus (C) the amount of such stock repurchases then proposed included on a pro forma basis, is at least 1.50x to 1.00 . 1975507 Section 2. Conditions 2.Conditions Precedent. The effectiveness of this Second Amendment is subject to the satisfaction of all of the following conditions precedent: 2.1. The 2.1.The Borrower, the Guarantors, the all Lenders and the Administrative Agent shall have executed and delivered to the Administrative Agent this Amendment; 2.2. The Second Amendment. 2.2.The Borrower shall have delivered an Available Amount Certificate setting forth the components of the Available Amount giving effect paid to the deletion of the Orangeburg Property (as defined below) as Borrowing Base Property, Administrative Agent all fees and certifying that no Default or Event of Default is then continuing and that such deletion shall not result expenses (including pursuant to Section 4.2 hereof) due in a violation of the Borrowing Base Requirements. 2.3. Legal connection with this Second Amendment. 2.3.Legal matters incident to the execution and delivery of this Second Amendment shall be reasonably satisfactory to the Administrative Agent and its counsel. Section 3. Representations. In order to induce the Administrative Agent and the Lenders to execute and deliver this Second Amendment, the Borrower and each Guarantor hereby represents to the Administrative Agent and the Lenders that (a) after giving effect to this Second Amendment, the representations and warranties set forth in Section 6 of the Credit Agreement are and shall be and remain true and correct in all material respects as of the date hereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (b) no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Second Amendment. Section 4. Miscellaneous. 4.1. Except 4.1.Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Second Amendment need not be made in the Credit Agreement, the Notes, the other Loan Documents, 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 Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby. 4.2. The 4.2.The Borrower agrees to pay on demand all reasonable costs and out-of-pocket expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Second Amendment, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent. 4.3. (a) The Borrower has notified the Administrative Agent that the property located at 29 Corporate Drive, Orangeburg, NY (the "Orangeburg Property") that was owned by MREIC Orangeburg NY, LLC, a New York limited liability company (the "Orangeburg Guarantor") has been sold and ceases to be a Borrowing Base Property and that the Orangeburg Guarantor does not otherwise own any Borrowing Base Properties. The Administrative Agent hereby acknowledges and agrees that the Orangeburg Guarantor is hereby released from its obligations as a Guarantor under the Credit Agreement. (b) Each 4.3.Each Guarantor consents to the amendments and modifications to the Credit Agreement as set forth herein (including the Orangeburg Guarantor release in Section 4.3(a) above) and confirms all of its obligations under its Guaranty remain in full force and effect. Furthermore, each Guarantor acknowledges and agrees that the consent of the Guarantors, or any of them, to any further amendments to the Credit Agreement shall not be required as a result of this consent having been obtained. 4.4. -2- 4.4.This Second Amendment is a Loan Document. This Second Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Second Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of executed counterparts of this Second Amendment by Adobe portable document format (a "PDF") via e-mail or by facsimile shall be effective as an original. This Second Amendment shall be governed by the internal laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of New York) without regard to conflicts of law principles that would require application of the laws of another jurisdiction. York. View More
Amendment. This Option 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 Option Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Option Agreement, so long as a copy of such amendment is delivered to you, and provided that no such amendment materially impairing your rights hereunder may be made without you...r written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Option Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant 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 your option which is then subject to restrictions as provided herein. Your option is granted to you effective as of the Date of Grant set forth in the Grant Notice. This Option Agreement shall be deemed to be agreed to by the Company and you upon the signing or electronically accepting by you of the Grant Notice to which it is attached. Capitalized terms not explicitly defined in this Option Agreement shall have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan shall control. The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows.View More
Amendment. This Option 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 Option Agreement (Non-Employee Directors) may be amended solely by the Board by a writing which specifically states that it is amending this Option Agreement, Agreement (Non-Employee Directors), so long as a copy of such amendment is delivered to you, and provided that no such amendment mater...ially impairing 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 Option Agreement (Non-Employee Directors) in any way it may deem necessary or advisable to carry out the purpose of the grant 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 your option which is then subject to restrictions as provided herein. Your option is granted to you effective as of the Date of Grant set forth in the Grant Notice. This Option Agreement (Non-Employee Directors) shall be deemed to be agreed to by the Company and you upon the signing or electronically accepting by you of the Grant Notice to which it is attached. Capitalized terms not explicitly defined in this Option Agreement (Non-Employee Directors) shall have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Option Agreement (Non-Employee Directors) and the Plan, the terms of the Plan shall control. The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows. follows.The details of your option are as follows: 1. VESTING. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. View More
Amendment. The Agreement is hereby amended by deleting Attachment C in its entirety, and amending Section 1.1(u) to read as follows: "(u) "PAP Patient" shall mean any Included Patient who is enrolled in the Patient Assistance Program as established by UT from time to time and operating in accordance with guidelines developed by UT. UT shall provide DISTRIBUTOR with the eligibility criteria for this program, which UT may update from time to time in its discretion, upon written notice to DISTRIBUTOR." 3. COU...NTERPARTS. This Amendment may be executed in any number of counterparts and via facsimile, email or other electronic form of transmission, and each of such counterparts shall for all purposes be deemed original, and all such counterparts shall together constitute one and the same instrument.View More
Amendment. The Agreement is hereby amended by deleting Attachment C in its entirety, and amending Section 1.1(u) 1.1(r) to read as follows: "(u) "(r) "PAP Patient" shall mean any Included Patient who is enrolled in the Patient Assistance Program as established by UT from time to time and operating in accordance with guidelines developed by UT. UT shall provide DISTRIBUTOR with the eligibility criteria for this program, which UT may update from time to time in its discretion, upon written notice to DISTRIBU...TOR." 3. COUNTERPARTS. This Amendment may be executed in any number of counterparts and via facsimile, email or other electronic form of transmission, and each of such counterparts shall for all purposes be deemed original, and all such counterparts shall together constitute one and the same instrument. View More
Amendment. The Agreement shall be amended as follows: 1.01. Amortization. Section 2.2.4.3 of the Agreement shall be amended and restated as follows: "2.2.4.3 Amortization. Commencing on December 5, 2016, the Company shall make monthly amortization payments on the Notes in an amount, as of the date of such payment, equal to (x) the then outstanding principal amount divided by (y) the number of months left until the Maturity Date. The amount of the monthly amortization payment shall be calculated by the Comp...any, and provided to the Collateral Agent for review, initially prior to the first such payment and recalculated following any optional or mandatory prepayment". 1.02. Minimum Liquidity. Section 6.10 of the Agreement shall be amended and restated as follows: "6.10 Minimum Liquidity. The Company shall maintain not less than (x) One Million Dollars ($1,000,000) in unrestricted cash and Cash Equivalents ("Liquidity") from the Closing Date through November 1, 2015, (y) Two Hundred Thousand Dollars ($200,000) in Liquidity from March 1, 2016 through June 30, 2016, and (z) One Million Dollars ($1,000,000) in Liquidity from and after December 5, 2016, in each case not including amounts on deposit in the Cash Collateral Account except to the extent the Company is entitled to such amounts and shall provide weekly certifications demonstrating the Company's Liquidity. Commencing December 5, 2016, such certifications demonstrating the Company's Liquidity shall be provided by 5:00 p.m. PST on each Friday (or, if Friday is a bank holiday, on the immediately preceding day that is not a bank holiday), shall show Liquidity on that day and shall be accompanied by evidence satisfactory to the Collateral Agent. Section 2. Effectiveness. The effectiveness of this Seventh Amendment is subject to: 1. the receipt by the Collateral Agent of the following: (i) fully executed copies of this Seventh Amendment and (ii) an officer's certificate from an Authorized Officer of the Company certifying that the representations and warranties of the Company contained in this Agreement are true and correct as of the date hereof in all material respects, and that there exists no Default or Event of Default, after giving effect to this Seventh Amendment; and 2. the Company's payment of all fees and expenses (including attorneys' fees) to the extent invoiced on or before the date hereof (including, without limitation, reasonable fees and disbursements of Ropes & Gray LLP) incurred by the Collateral Agent in connection with the preparation, negotiation, execution and delivery of this Seventh Amendment or otherwise owing under the Agreement; provided, that the Company agrees to promptly pay any additional such amounts invoiced following the effectiveness of the Seventh Amendment. Section 3. Miscellaneous. Except as specifically amended or waived above, the Agreement and the other Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Seventh Amendment shall not operate as a waiver of any right, power or remedy of the Collateral Agent or any Purchaser under the Agreement or any Document, nor constitute a waiver of any provision of the Agreement or any Document, except as specifically provided by this Seventh Amendment. This Seventh Amendment is a Document, and a part of the Agreement, for all purposes of the Agreement. This Seventh Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterpart signature pages, and all such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of a counterpart signature page by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a "PDF" file) shall be effective as delivery of a manually executed counterpart signature page. Section headings used in this Seventh Amendment are for reference only and shall not affect the construction of this Seventh Amendment.View More
Amendment. The Agreement shall be amended as follows: 1.01. Amortization. Section 2.2.4.3 of the Agreement shall be amended and restated as follows: "2.2.4.3 Amortization. Commencing on December 5, 19, 2016, the Company shall make monthly amortization payments on the Notes in an amount, as of the date of such payment, equal to (x) the then outstanding principal amount divided by (y) the number of months left until the Maturity Date. The amount of the monthly amortization payment shall be calculated by the ...Company, and provided to the Collateral Agent for review, initially prior to the first such payment and recalculated following any optional or mandatory prepayment". 1.02. Minimum Liquidity. Section 6.10 of the Agreement shall be amended and restated as follows: "6.10 Minimum Liquidity. The Company shall maintain not less than (x) One Million Dollars ($1,000,000) in unrestricted cash and Cash Equivalents ("Liquidity") from the Closing Date through November 1, 2015, (y) Two Hundred Thousand Dollars ($200,000) in Liquidity from March 1, 2016 through June 30, 2016, and (z) One Million Dollars ($1,000,000) in Liquidity from and after December 5, 19, 2016, in each case not including amounts on deposit in the Cash Collateral Account except to the extent the Company is entitled to such amounts and shall provide weekly certifications demonstrating the Company's Liquidity. Commencing December 5, 19, 2016, such certifications demonstrating the Company's Liquidity shall be provided by 5:00 p.m. PST on each Friday (or, if Friday is a bank holiday, on the immediately preceding day that is not a bank holiday), shall show Liquidity on that day and shall be accompanied by evidence satisfactory to the Collateral Agent. Section 2. Effectiveness. The effectiveness of this Seventh Eighth Amendment is subject to: 1. the receipt by the Collateral Agent of the following: (i) fully executed copies of this Seventh Eighth Amendment and (ii) an officer's certificate from an Authorized Officer of the Company certifying that the representations and warranties of the Company contained in this Agreement are true and correct as of the date hereof in all material respects, and that there exists no Default or Event of Default, after giving effect to this Seventh Eighth Amendment; and 2. the Company's payment of all fees and expenses (including attorneys' fees) to the extent invoiced on or before the date hereof (including, without limitation, reasonable fees and disbursements of Ropes & Gray LLP) incurred by the Collateral Agent in connection with the preparation, negotiation, execution and delivery of this Seventh Eighth Amendment or otherwise owing under the Agreement; provided, that the Company agrees to promptly pay any additional such amounts invoiced following the effectiveness of the Seventh Eighth Amendment. Section 3. Miscellaneous. Except as specifically amended or waived above, the Agreement and the other Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Seventh Eighth Amendment shall not operate as a waiver of any right, power or remedy of the Collateral Agent or any Purchaser under the Agreement or any Document, nor constitute a waiver of any provision of the Agreement or any Document, except as specifically provided by this Seventh Eighth Amendment. This Seventh Eighth Amendment is a Document, and a part of the Agreement, for all purposes of the Agreement. This Seventh Eighth Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterpart signature pages, and all such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of a counterpart signature page by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a "PDF" file) shall be effective as delivery of a manually executed counterpart signature page. Section headings used in this Seventh Eighth Amendment are for reference only and shall not affect the construction of this Seventh Eighth Amendment. View More
Amendment. This Agreement may not be amended or modified, nor may any of its terms be waived, except by written instruments signed by the Company and the Guarantor.
Amendment. This Agreement may not be amended or modified, nor may any of its terms be waived, except by written instruments signed by the Company and the Guarantor. Mr. Miller.
