No Other Modification Contract Clauses (531)

No Other Modification. Landlord and Tenant The Parties agree that except as otherwise specifically modified in by this Amendment, the Lease Original Sublease has not been modified, supplemented, amended, or otherwise changed in any way and the Lease Sublease remains in full force and effect between the parties Parties hereto as modified by this Amendment. To the extent of any inconsistency between the terms and conditions of the Lease Original Sublease and the terms and conditions of this Amendment, the terms and... conditions of this Amendment shall apply and govern the parties, This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same Amendment. govern. View More

No Other Modification. Landlord and Tenant agree that except as otherwise specifically modified in this Amendment, the Lease has not been modified, supplemented, amended, or otherwise changed in any way and the Lease remains in full force and effect between the parties hereto as modified by this Amendment. To the extent of any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall apply and govern the parties, parties. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same Amendment. instrument. For purposes of this Amendment, signatures by facsimile or electronic PDF shall be binding to the same extent as original signatures. View More

No Other Modification. Landlord and Tenant agree that except as otherwise specifically modified in this Third Amendment, the Lease has not been modified, supplemented, amended, or otherwise changed in any way and the Lease remains in full force and effect between the parties hereto as modified by this Third Amendment. To the extent of any inconsistency between the terms and conditions of the Lease and ●and the terms and conditions of this Third Amendment, the terms and conditions of this Third Amendment shall apply... and govern the parties, parties. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same Amendment. instrument. View More

No Other Modification. The Separation Agreement shall not be modified by this Amendment in any respect except as expressly set forth herein. herein or in the Merger Agreement Amendment.

No Other Modification. The Stock Purchase Agreement shall not be modified by this Amendment in any respect except as expressly set forth herein.

No Other Modification. The RSA Agreement shall not be modified by this Amendment in any respect except as expressly set forth herein.

No Other Modification. Except as expressly provided in this First Amendment, all of the terms and conditions of the Credit Agreement shall and the other Loan Documents remain unchanged and in full force and effect.

No Other Modification. Except as expressly provided in this First Second Amendment, all of the terms and conditions of the Agreement shall remain unchanged and in full force and effect.

No Other Modification. Except as expressly set forth herein, the Agreement shall remain in full force and effect and shall not be modified by except as set forth in this Amendment.

No Other Modification. The "Background" section of this document is incorporated into the this Second Amendment. Except as modified expressly amended by this Second Amendment, the terms and conditions of the Agreement shall remain unchanged. in full force and effect.

No Other Modification. Except as amended herein, all other terms, conditions and provisions of the Original Agreements Purchase Agreement not explicitly modified or amended in this Agreement Amendment shall remain unchanged and shall continue in full force and effect.

No Other Modification. Except as expressly amended by the terms of this Amendment, all other terms of the Credit Agreement shall remain unchanged and in full force and effect. [The signature page follows.] 5 THE PARTIES HAVE EXECUTED this Amendment No. 2 1 to Credit Agreement in the manner appropriate to each as of the date and year first above written. The Borrower: MGC DIAGNOSTICS CORPORATION By: /s/ Wesley W /s/Wesley W. Winnekins Title: CFO Chief Financial Officer, Chief Operating Officer and Secretary MEDICAL... GRAPHICS CORPORATION By: /s/ Wesley /s/Wesley W. Winnekins Title: CFO Chief Financial Officer, Chief Operating Officer and Secretary The Bank: BMO HARRIS BANK N.A. By: /s/ Sean Ball Nicole Sever Title: Assistant Vice President EX-10.10.2 6 EX-10.11.1 3 mgcd160262_ex10-102.htm mgc150289_ex10-111.htm AMENDMENT NO. 2 1 TO CREDIT AGREEMENT Exhibit 10.10.2 10.11.1 Amendment No. 1, dated January 29, 2015, to Credit Agreement dated as of July 24, 2014 between MGC Diagnostics Corporation, Medical Graphics Corporation and BMO Harris Bank N.A. AMENDMENT NO. 2 1 to CREDIT AGREEMENT THIS AMENDMENT NO. 2 1 TO CREDIT AGREEMENT ("Amendment") is made as of July 23, January 29, 2015, by and among MGC DIAGNOSTICS CORPORATION, a Minnesota corporation ("Holding Company"), and MEDICAL GRAPHICS CORPORATION, a Minnesota corporation ("Medical Graphics" and together with Holding Company, individually and collectively, and jointly and severally, the "Borrower"), and BMO Harris Bank N.A., a national banking association (the "Bank"). RECITALS: A. The Borrower and the Bank are parties to that certain Credit Agreement, dated as of July 24, 2014, as amended prior to the date hereof 2014 (the "Credit Agreement"). B. The Borrower has informed the Bank that the Borrower's Total Leverage Ratio (as defined in the Credit Agreement) at October 31, 2014 was 8.94, which is greater than the covenant maximum of 3.00 set forth in Section 8.2(a) of the Credit Agreement. As a result of the foregoing, an Event of Default (as defined in the Credit Agreement) has occurred and is continuing under the Credit Agreement (the "Specified Default"). C. The parties each desire to further amend the Credit Agreement, as provided herein. AGREEMENTS: IN CONSIDERATION of the premises and mutual covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions. Capitalized terms not otherwise defined in this Amendment have the same meanings as set forth in the Credit Agreement. View More

No Other Modification. Except as expressly amended herein, all of the terms and provisions of the Employment Agreement and the Executive Transition Agreement shall remain unmodified and in full force and effect.

No Other Modification. Except as expressly provided in this Fourth First Amendment, all of the terms and conditions of the Credit Agreement and the other Loan Documents remain unchanged and in full force and effect. 5 5. 6 4. Confirmation of Obligations; Release. Obligations. Each Borrower hereby affirms as of the date hereof all of its respective Debt Indebtedness and other obligations Obligations to each of the Lender Parties under and pursuant to the Credit Agreement and each of the other Loan Documents and that... such Debt Indebtedness and other obligations Obligations are owed to each of the Lender Parties according to their respective terms. Each Borrower hereby affirms as of the date hereof that there are no claims or defenses to the enforcement by the Lender Parties of the Debt Indebtedness and other obligations Obligations of such Borrower to each of them under and pursuant to the Credit Agreement or any of the other Loan Documents. View More

No Other Modification. All other terms and conditions of the Lease Agreement shall continue to remain in full force and effect, notwithstanding this Amendment.