Amendment Contract Clauses (38,126)

Amendment. This Agreement may only be amended by a writing signed by each of the parties hereto; provided that the Company may amend this Agreement without Participant's consent, if the amendment does not materially impair Participant's rights hereunder or as otherwise permitted in Section 4(f), above. 2 13. Governing Law. This Agreement will be construed in accordance with the laws and judicial decisions of the State of Delaware, without regard to the application of the principles of conflicts of laws.

Amendment. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of PALI and the Required Holders (as defined in the Warrants and the RRA). Any amendment or waiver effected in accordance with this Section 7 shall be binding upon the Holder and PALI. No such amendment shall be effective to the extent that it applies to less than all of the holders of the... Warrants. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration (other than the reimbursement of legal fees) also is offered to all the holders of the Warrants. View More

Amendment. No amendment, modification or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by all of the parties thereto. 45 #94399344v20 5. Headings. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Joinder Agreement.

Amendment. The Credit Agreement is amended as set forth below: (a) Section 6.5 is amended to read as follows: " "6.5. Financial Covenants. (a) Tangible Adjusted Net Worth. Maintain at all times a Tangible Adjusted Net Worth in an amount not less than $27,000,000. (b) Fixed Charge Coverage Ratio. Cause to be maintained a Fixed Charge Coverage Ratio of not less than 1.15 to 1.0 for (i) the one quarter period ending as of December 31, 2021; (ii) the two quarter period ending as of March 31, 2022; (iii) the... three quarter period ending as of June 30, 2022; and (iv) the four quarter period ending as of September 30, 2022 and for each fiscal quarter thereafter. (c) Minimum Undrawn Availability. Maintain Undrawn Availability of at least $3,000,000 at all times until receipt by Agent of Borrower's December 31, 2021 Compliance Certificate." (b) Exhibit 1.2(a) is deleted in its entirety and replaced with a new Exhibit 1.2(a) attached hereto and incorporated herein by reference. View More

Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, as of the Fifth Amendment Effective Date, the Borrower, the other Loan Parties, the Administrative Agent and the Signatory Lenders, who constitute all of the Lenders under the Credit Agreement, hereby agree that the Credit Agreement is amended as follows: (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions: "Fifth Amendment" means that certain Amendment No. 5... to Credit Agreement, dated as of July 29, 2021, by and among the Borrower, Holdings, the Project Company, the Administrative Agent and the Required Lenders. "Fifth Amendment Effective Date" has the meaning assigned to such term in the Fifth Amendment. 2 (b) Annex I to the Credit Agreement is hereby deleted and replaced in its entirety as set forth in Exhibit A attached hereto. (c) The reference to "July 30, 2021" is hereby changed to "September 15, 2021" in (i) the definition of "Cash Reserve Account", (ii) Section 5.29(g)(i)(A) of the Credit Agreement and (iii) Section 5.30(a) of the Credit Agreement. View More

Amendment. This Agreement may only be amended by a written agreement executed by each Party.

Amendment. The Parties agree that (a) the due date for Company and Licensee to enter into the Development Supply Agreement shall be extended to [***], and (b) the due date for Company and Licensee to enter into the Pharmacovigilance Agreement shall be extended to [***].

Amendment. This Letter Agreement may be amended, modified, or supplemented only by written agreement of the parties hereto.

Amendment. Except as expressly modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect and are hereby in all respects ratified and affirmed. All references to the Agreement hereafter shall be deemed to refer to the Agreement, as amended by this Amendment.

Amendment. This Agreement may be amended by the mutual assent of the Parties hereto at any time prior; provided, however, that any amendment must be by an instrument or instruments in writing signed and delivered on behalf of each of the Parties hereto.