Amendment Contract Clauses (37,884)

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.... 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... 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, 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. 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.