Amendment Contract Clauses (12,532)

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. The Parties hereby agree to amend the Original Agreement (as amended by this Agreement, the "Amended Agreement") as follows: (1)Addition of Section. A new section 2.6 (c) is hereby added as follows: "(c)For the avoidance of doubt, the parties hereto acknowledge that regardless of the determination or the status of the payments set forth in this Section 2, no buy back, claw back or any other right which would allow the Sellers to have a portion or the entirety of the Shares returned to them is co...ntemplated hereunder. " (2)Reference to and Effect on the Original Agreement. On or after the date hereof, each reference in the Original Agreement to "this Agreement," "hereunder," "herein" or words of like import shall mean and be a reference to the Original Agreement as amended hereby. No reference to this Agreement need be made in any instrument or document at any time referring to the Original Agreement, a reference to the Original Agreement in any of such to be deemed a reference to the Amended Agreement. (3)No Other Amendments. Except as set forth herein, the Original Agreement shall remain in full force and effect in accordance with its terms, which such terms are hereby ratified and confirmed and remain in full force and effect. View More
Amendment. The Parties hereby agree to amend the Original Agreement (as amended by this Agreement, the "Amended Agreement") as follows: (1)Addition (1) Addition of Section. Definition. A new section 2.6 (c) definition is hereby added to Section 1 of the Original Agreement to read as follows: "(c)For " "Net Profit" with respect to any period, the avoidance of doubt, Revenue less the parties hereto acknowledge that regardless aggregate amount of the determination or the status costs of goods sold, operating ...expenses, interests expenses, depreciation, amortization, taxes and any other expenses of the payments set forth Company during such period, calculated in this accordance with generally accepted accounting principles in the U.S.A." (2) Deletion of Definition. The definition of Gross Profit is hereby deleted from Section 2, no buy back, claw back or any other right which would allow the Sellers to have a portion or the entirety 1 of the Shares returned Original Agreement in its entirely. (3) Replacement of Terms. The Original Agreement shall be amended, mutatis mutandis, to them is contemplated hereunder. " (2)Reference replace each reference to "Gross Profit" with a reference to "Net Profit." (4) Reference to and Effect on the Original Agreement. On or after the date hereof, each reference in the Original Agreement to "this Agreement," "hereunder," "herein" or words of like import shall mean and be a reference to the Original Agreement as amended hereby. No reference to this Agreement need be made in any instrument or document at any time referring to the Original Agreement, a reference to the Original Agreement in any of such to be deemed a reference to the Amended Agreement. (3)No (5) No Other Amendments. Except as set forth herein, the Original Agreement shall remain in full force and effect in accordance with its terms, which such terms are hereby ratified and confirmed and remain in full force and effect. View More
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Amendment. Prior to the consummation of the IPO, the General Partner and, after consummation of the IPO, the Company, may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall adversely affect the rights of Management Unitholder hereunder without the consent of Management Unitholder.
Amendment. Prior to the consummation of the IPO, Effective Time, the General Partner and, after consummation of the IPO, Effective time, the Company, may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of Management Unitholder hereunder without the consent of Management Unitholder.
Amendment. Prior to the consummation of the IPO, the General Partner and, after consummation of the IPO, the Company, may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of Management Unitholder hereunder without the consent of Management Unitholder.
Amendment. Prior to the consummation of the IPO, the General Partner and, after consummation of the IPO, the Company, may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall adversely affect the rights of Management Unitholder hereunder without the consent of Management Unitholder.
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Amendment. Subject to any required action by the Board or the stockholders of the Company, the Company may cancel the Option and provide a new Award in its place, provided that the Award so replaced will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely affect the Option to the extent then exercisable.
Amendment. Subject to any required action by the Board or the stockholders of the Company, the Company may cancel the Option RSU and provide a new Award under the Plan in its place, provided that the Award so replaced will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely affect the Option RSU to the extent then exercisable. Vested.
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Amendment. The Committee has the right to amend this Agreement, prospectively or retroactively; provided, that, no such amendment shall materially impair the previously accrued rights of the Grantee under this Agreement without the Grantee's consent, subject to the provisions of Section 16.1 of the Plan.
Amendment. The Committee has the right to amend this Agreement, amend, alter, suspend, discontinue or cancel the Performance Units, prospectively or retroactively; provided, that, no such amendment shall materially impair the previously accrued rights of the Grantee under this Agreement without the Grantee's consent, subject to the provisions of Section 16.1 21 of the Plan.
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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.
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 the Participant's consent, if the amendment does not materially impair the Participant's rights hereunder or as otherwise permitted in Section 4(f), above. hereunder.
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. hereunder.
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. hereunder.
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Amendment. The provisions of this Note may be changed only by a written agreement executed by the Company and Holder.
Amendment. The provisions of this Note may be changed only by a written agreement executed by the Company Borrower and Holder.
Amendment. The provisions of this Note may be changed only by a written agreement executed by the Company Borrower and Holder.
Amendment. The provisions of this Note Debenture may be changed only by a written agreement executed by the Company and Holder.
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Amendment. This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and a Trust. 13. Assignment; Subcontracting. (a) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable or delegable by any Trust without the written consent of BNY Mellon, or by BNY Mellon without the written consent of the affected Trust. (b) Not...withstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate, provided that BNY Mellon gives the relevant Trust thirty (30) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities hereunder; and (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall require the prior written consent of a Trust and shall not relieve BNY Mellon of its liabilities hereunder. (c) Notwithstanding the foregoing, (i) a Trust or any Fund may assign this Agreement to, and the Agreement may be assumed by, a successor or survivor of a merger, consolidation, conversion, reorganization, redomestication, or acquisition of substantially all of the assets of any Fund, upon such succession or transaction and without any appointment or other action by the Trust on behalf of such Fund, or BNY Mellon and (ii) a Trust may assign or transfer this Agreement to any Invesco affiliate, provided that the Trust gives BNY Mellon thirty (30) days' prior written notice of such assignment or transfer and the assignee or transferee agrees to be bound by all terms of this Agreement in place of a Trust. 14. Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. Each Trust and BNY Mellon hereby consents to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. To the extent that in any jurisdiction a Trust or BNY Mellon may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, a Trust and BNY Mellon each irrevocably agrees not to claim, and each hereby waives, such immunity. View More
Amendment. This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and a the Trust. 13. 16 14. Assignment; Subcontracting. (a) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable or delegable by any Trust without the written consent of BNY Mellon, or by BNY Mellon either party without the written consent of the... affected Trust. other party. (b) Notwithstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate, Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the relevant Trust thirty (30) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities hereunder; and (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of a the Trust and (B) limit BNY Mellon's liability such that BNY Mellon shall only be liable for failure to reasonably select such unaffiliated third party, and BNY Mellon shall have no liability for any acts or omissions to act of such unaffiliated third party; and (iv) BNY Mellon, in the course of providing certain additional services requested by the Trust, including but not limited to, Typesetting services ("Vendor Eligible Services") as further described in Schedule I, may in its sole discretion, enter into an agreement or agreements with a financial printer, or electronic services provider ("Vendor") to provide BNY Mellon with the ability to generate certain reports or provide certain functionality. BNY Mellon shall not relieve be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon of its liabilities hereunder. (c) Notwithstanding the foregoing, (i) a Trust or any Fund may assign this Agreement to, and the Agreement Vendor for the provision of such services is then-currently in effect, and shall only be liable for the failure to reasonably select the Vendor. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and the Trust is free to attempt to contract 17 directly with the Vendor for the provision of the Vendor Eligible Services. (c) As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the Trust will pay to BNY Mellon such fees as may be assumed by, a successor or survivor of a merger, consolidation, conversion, reorganization, redomestication, or acquisition of substantially all of the assets of any Fund, upon such succession or transaction and without any appointment or other action agreed to in writing by the Trust on behalf of such Fund, or and BNY Mellon. In turn, BNY Mellon and (ii) a Trust may assign or transfer this Agreement to any Invesco affiliate, provided will be responsible for paying the Vendor's fees. For the avoidance of doubt, BNY Mellon anticipates that the Trust gives BNY Mellon thirty (30) days' prior written notice of such assignment or transfer and fees it charges hereunder will be more than the assignee or transferee agrees fees charged to be bound it by all terms of this Agreement in place of a Trust. 14. Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. Each Trust Vendor, and BNY Mellon hereby consents will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. To Vendor as compensation for the extent that in any jurisdiction a Trust or additional services provided by BNY Mellon may now or hereafter be entitled in the course of making the Vendor Eligible Services available to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, a Trust and BNY Mellon each irrevocably agrees not to claim, and each hereby waives, such immunity. the Trust. View More
Amendment. This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and a the Trust. 13. 14. Assignment; Subcontracting. (a) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective permitted successors and assigns; provided, however, that this Agreement shall not be assignable or delegable by any Trust without the written consent of BNY Mellon, or by BNY Mellon either party without the written consent... of the affected Trust. other party. (b) Notwithstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate, Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the relevant Trust thirty (30) at least ninety (90) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the type, quality, nature, or provision of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities hereunder; and (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of a an Authorized Person of the Trust and (B)limit BNY Mellon's liability such that BNY Mellon shall only be liable for failure to reasonably select such unaffiliated third party, and BNY Mellon shall have no liability for any acts or omissions to act of such unaffiliated third party; and (c) BNY Mellon, in the course of providing certain additional services requested by a Fund, including but not limited to, Typesetting or eBoard Book services ("Vendor Eligible Services") as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer, or electronic services provider ("Vendor") to provide BNY Mellon with the ability to generate certain reports or provide certain functionality. BNY Mellon shall not relieve BNY Mellon of its liabilities hereunder. (c) Notwithstanding the foregoing, (i) a Trust or be obligated to perform any Fund may assign this Agreement to, and the Agreement may be assumed by, a successor or survivor of a merger, consolidation, conversion, reorganization, redomestication, or acquisition of substantially all of the assets of any Fund, upon such succession or transaction and without any appointment or other action by the Trust on behalf of such Fund, or Vendor Eligible Services unless an agreement between BNY Mellon and (ii) the Vendor for the provision of such services is then-currently in effect, and shall only be liable for the failure to reasonably select the Vendor. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and a Trust Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services. (d) As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the Fund will pay to BNY Mellon, or cause the Sponsor or other party to pay to BNY Mellon, such fees as may assign or transfer this Agreement be agreed to any Invesco affiliate, provided in writing by the Fund and BNY Mellon. In turn, BNY Mellon will be responsible for paying the Vendor's fees. For the avoidance of doubt, BNY Mellon anticipates that the Trust gives BNY Mellon thirty (30) days' prior written notice of such assignment or transfer and fees it charges hereunder will be more than the assignee or transferee agrees fees charged to be bound it by all terms of this Agreement in place of a Trust. 14. Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. Each Trust Vendor, and BNY Mellon hereby consents will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. To Vendor as compensation for the extent that in any jurisdiction a Trust or additional services provided by BNY Mellon may now or hereafter be entitled in the course of making the Vendor Eligible Services available to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, a Trust and BNY Mellon each irrevocably agrees not to claim, and each hereby waives, such immunity. the Fund. View More
Amendment. This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and a Trust. 13. Assignment; Subcontracting. (a) the Trust to be bound thereby, and authorized or approved by the Trust's Sponsor. (b) This Agreement shall extend inure to the benefit of and shall be binding upon the parties hereto, and their respective permitted successors and assigns; provided, however, that this Agreement shall not be assignable or delegable by any Trust w...ithout the written consent of BNY Mellon, or by BNY Mellon without the written consent of the affected Trust. (b) assigns. (c) Notwithstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate, provided that BNY Mellon gives the relevant Trust thirty (30) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities hereunder; and (iii) for the avoidance of doubt, BNY Mellon will be liable for any costs, expenses, damages, liabilities or claims incurred by the Trust and/or a Fund as a result of the acts or failures to act by any BNY Mellon Affiliate to the extent that BNY Mellon itself would itself be liable for such acts or omissions under this Agreement had it performed or not performed the relevant act or omission itself; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall require the prior written consent of the Trust; and (iii) BNY Mellon, in the course of providing certain additional services requested by a Trust Fund, including but not limited to, Typesetting or eBoard Book services ("Vendor Eligible Services") as further described in Schedule I, may in its sole discretion, enter into an agreement or agreements with a financial printer, or electronic services provider ("Vendor") to provide BNY Mellon with the ability to generate certain reports or provide certain functionality. BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently in effect, and shall not relieve only be liable for the failure to reasonably select the Vendor. Upon request, BNY Mellon will disclose the identity of its liabilities hereunder. (c) Notwithstanding the foregoing, (i) a Trust or any Fund may assign this Agreement to, Vendor and the Agreement status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services. (d) As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the Trust will pay to BNY Mellon such fees as may be assumed by, a successor or survivor of a merger, consolidation, conversion, reorganization, redomestication, or acquisition of substantially all of the assets of any Fund, upon such succession or transaction and without any appointment or other action agreed to in writing by the Trust on behalf of such Fund, or and BNY Mellon. In turn, BNY Mellon and (ii) a Trust may assign or transfer this Agreement to any Invesco affiliate, provided will be responsible for paying the Vendor's fees. For the avoidance of doubt, BNY Mellon anticipates that the Trust gives BNY Mellon thirty (30) days' prior written notice of such assignment or transfer and fees it charges hereunder will be more than the assignee or transferee agrees fees charged to be bound it by all terms of this Agreement in place of a Trust. 14. Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. Each Trust Vendor, and BNY Mellon hereby consents will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. To Vendor as compensation for the extent that in any jurisdiction a Trust or additional services provided by BNY Mellon may now or hereafter be entitled in the course of making the Vendor Eligible Services available to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, a Trust and BNY Mellon each irrevocably agrees not to claim, and each hereby waives, such immunity. the Trust. View More
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Amendment. This Agreement shall not be altered, modified or amended except by a written instrument signed by each of the parties hereto.
Amendment. This Agreement shall may not be altered, modified or amended except by a written instrument signed by each of the parties hereto.
Amendment. This Agreement shall not be altered, amended, modified or amended supplemented except by a written instrument signed by each of the parties hereto.
Amendment. This Agreement shall may not be altered, modified modified, or amended except by a written instrument signed by each of the parties hereto.
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Amendment. This Amendment may not be amended or modified except by a written agreement executed by the Company and Investor.
Amendment. This Amendment may not be amended or modified except by a written agreement executed by the Company and Investor. each Party hereto.
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Amendment. No amendments or additions to this Agreement shall be binding unless made in writing and signed by all of the parties, except as herein otherwise specifically provided. 11 21. Applicable Law. Except to the extent preempted by federal law, the laws of the State of Maryland shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise.
Amendment. No amendments or additions to this Agreement shall be binding unless made in writing and signed by all of the parties, except as herein otherwise specifically provided. 11 21. 7. Applicable Law. Except to the extent preempted by federal Federal law, the laws of the State of Maryland shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise.
Amendment. No amendments or additions to this Agreement shall be binding unless made in writing and signed by all of the parties, except as herein otherwise specifically provided. 11 21. 16. Applicable Law. Except to the extent preempted by federal Federal law, the laws of the State of Maryland Illinois shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise.
Amendment. No amendments or additions to this Agreement shall be binding unless made in writing and signed by all of the parties, except as herein otherwise specifically provided. 11 21. 7 19. Applicable Law. Except to the extent preempted by federal Federal law, the laws of the State of Maryland New York shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise.
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