Additional Amendments to the Agreement Sample Clauses

Additional Amendments to the Agreement. (i) The Trust and BISYS hereby agree that the following references to "BISYS" in the Agreement shall be deemed to refer to both "BISYS" and "BFI", as the case may be: (a) All references to "BISYS" in Sections 6, 7, and 8 of the Agreement; and (b) All references to "BISYS" in the first four paragraphs of Section 9 and the first paragraph of Section 10 of the Agreement. In addition, the Trust and BISYS agree that the Trust's obligation to indemnify BISYS and BFI pursuant to Section 10 shall also include any Losses (as such term is defined therein) resulting directly and proximately from BFI's appointment as non-bank trustee/custodian. (ii) The Trust agrees that it will provide BISYS and BFI with the Funds' Declaration of Trust and any amendments thereto, the Funds' prospectuses and all other forms commonly used with regard to transactions with holders of the IRA Accounts (including, without limitation, the Custodial Plan Xxxeement (the "Plan Agreement")), a copy of the resolutions of the Board of Trustees of the Trust regarding the approval of this Amendment, the appointment of BFI as non-bank trustee and custodian, and the authorization of a specified officer to execute this Amendment (the foregoing hereinafter referred to collectively as the "Fund Provided Documentation"). The Trust agrees that it will provide BISYS and BFI with advance notice of any amendments to the Fund Provided Documentation and that BISYS and BFI will not be responsible for changing or conforming any of their services to any such amendments until the affected party has reviewed and accepted responsibility for the relevant changes in services, which it may reject in its sole and absolute discretion. BISYS and BFI may rely on any amendments to or changes in any of the Fund Provided Documentation, and the indemnification provisions in the Agreement shall be applicable to the relevant party's reasonable reliance upon such amendments and/or changes. Although each of BISYS and BFI and is authorized to rely on the above-mentioned amendments to and changes in the Fund Provided Documentation, in the event the same relate to BFI's designation as non-bank trustee and custodian and/or the services provided by BISYS or BFI under this Amendment, the relevant party shall have no liability for failure to comply with or take any action in conformity with such amendments or changes except as agreed upon in writing. (iii) Nonpublic personal financial information relating to consumers or customers of BIS...
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Additional Amendments to the Agreement. (a) The definition of “Letter of Credit Sublimit” in the Agreement is hereby replaced in its entirety with the following:
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Additional Amendments to the Agreement. A. Add the following sentence to the end of subsection E of Section II.
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Additional Amendments to the Agreement. (a) Section 2.02 of the Agreement is hereby amended by deleting the reference to “$450,000,000” in each instance where it appears and substituting “$550,000,000” in its stead. (b) Article III of the Agreement (Representations and Warranties) is hereby amended by inserting the following as a new SECTION 3.18:
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Additional Amendments to the Agreement. (i) The Company and Citi hereby agree that the following references to “Citi” in the Agreement shall be deemed to refer to both “Citi” and “CFI”, as the case may be: (a) All references to “Citi” in Sections 7, 8, 21 and 22 of the Agreement; and (b) All references to “Citi” in the first four paragraphs of Section 9 and the first paragraph of Section 10 of the Agreement. In addition, the Company and Citi agree that the Company’s obligation to indemnify Citi and CFI pursuant to Section 10 shall also include any Losses (as such term is defined therein) resulting directly and proximately from CFI’s appointment as non-bank trustee/custodian. (ii) Section 19(e)(i) is amended by adding to the end thereof, “and all other forms commonly used with regard to transactions with holders of the XXX Accounts (including, without limitation, the Custodial Plan Agreement.”
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Additional Amendments to the Agreement. Amend Section 22.1 of the Agreement to provide that for both Terminated Services and Expanded Services, copies of required notices from Customer shall be provided to Service Provider at: General Counsel, Exult, Inc., 000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000, phone 000 000 0000, fax 000 000 0000.
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Additional Amendments to the Agreement. 3.1 Amendment of Section 4.2.3. In addition to the amendments to the Agreement set forth in Sections 1 and 2 of this Amendment, Section 4.2.3 of the Agreement is amended in its entirety to read as follows:
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Related to Additional Amendments to the Agreement

  • Amendments to the Agreement Except to the extent permitted by the Investment Company Act or the rules or regulations thereunder or pursuant to exemptive relief granted by the SEC, this Agreement may be amended by the parties only if such amendment, if material, is specifically approved by the vote of a majority of the outstanding voting securities of the Portfolio (unless such approval is not required by Section 15 of the Investment Company Act as interpreted by the SEC or its staff or unless the SEC has granted an exemption from such approval requirement) and by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval shall be effective with respect to the Portfolio if a majority of the outstanding voting securities of the Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of any other Portfolio affected by the amendment or all the Portfolios of the Trust.

  • Amendments to the Loan Agreement The Loan Agreement is hereby amended as follows:

  • Amendments of the Agreement This Agreement may be amended by a writing signed by both parties hereto, provided that no material amendment to this Agreement shall be effective until approved (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of Xxxxx Xxxxx or the Trust cast in person at a meeting called for the purpose of voting on such approval, and (ii) if required by the Investment Company Act of 1940, by vote of a majority of the outstanding voting securities of the Fund.

  • Modifications to the Agreement This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.

  • Amendments to Rights Agreement The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (c) The definition of “Triggering Event” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

  • Amendments to Financing Agreement Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Financing Agreement shall be amended as follows: (a) Section 1.01 of the Financing Agreement is hereby amended by adding the following defined terms in appropriate alphabetical order:

  • Amendments to the Purchase Agreement (a) Section 1.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

  • Amendments to the Original Agreement (a) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

  • Supplements and Amendments; Whole Agreement This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

  • Amendments to Loan Agreement The Loan Agreement is hereby amended as follows:

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