AMENDMENT AND AGREEMENT Clause Samples
The "Amendment and Agreement" clause defines the process by which changes or modifications can be made to the terms of a contract. Typically, this clause requires that any amendments be made in writing and signed by all parties involved, ensuring that verbal agreements or informal changes are not legally binding. Its core practical function is to maintain clarity and prevent disputes by ensuring that all parties explicitly agree to any alterations in the contract's terms.
AMENDMENT AND AGREEMENT. The parties accordingly agree as follows:
AMENDMENT AND AGREEMENT. In consideration of the mutual agreements, provisions and covenants contained in this Amendment and in the Trust Agreement, the parties, intending to be legally bound, agree that the Trust Agreement is hereby amended by adding the following sentence at the end of Section 3.2: “To the extent that any Holder receives a distribution or payment of Collections pursuant to the Indenture or any Indenture Supplement, and the Trust is subsequently required pursuant to the terms of the Indenture or any Indenture Supplement to cause the Holders to deposit such funds to the Collection Account, such Holder shall remit such funds to the Collection Account pursuant to the instructions of the Administrator on behalf of the Trust; provided that, for the avoidance of doubt, the Trustee shall be under no obligation to make any determination as to whether such instructions are necessary or to ensure the deposit of any such funds by any Holder. ”
AMENDMENT AND AGREEMENT. This agreement may only be altered, varied or amended by a written instrument executed by the Parties.
AMENDMENT AND AGREEMENT. 1.1 Subsection 5.15(b) (Minimum Net Worth) of the Loan Agreement is amended to amend and restate the last sentence of such Subsection, such restated last sentence to read as follows: “ For purposes of this covenant, the non-cash effects, if any, of Hedging Agreements pursuant to Financial Accounting Standards Board Rule No. 133 (Accounting for Derivative Instruments and Hedging Activities), and of ceiling test write-downs pursuant to Regulation S-X Rule 4-10 of the SEC, will not be included.”
1.2 The Borrower acknowledges that the foregoing amendment in Paragraph 1.1 is not a precedent for any subsequent requested waiver or amendment of that or any other covenant or other provision of the Loan Agreement.
AMENDMENT AND AGREEMENT. Principals (as defined in the Company Stockholders Agreement) and their Family Affiliates (as defined in the Company Stockholders Agreement) owning not less than a majority of the shares of Company Common Stock subject to the Company Stockholders Agreement as of the Closing Date (for purposes of Section 6.3(a) of the Company Stockholders Agreement) shall have executed an Amendment and Agreement (the "Amendment and Agreement") in the form attached as Exhibit 6.2(f), and the amendments to the Company Stockholders Agreement set forth in the attached Exhibit 6.2(f) shall have been duly approved by the Company's Board of Directors for purposes of Section 6.3(a) of the Company Stockholders Agreement.
AMENDMENT AND AGREEMENT. 1. CUSTOMER and Fermic acknowledge that, except as set forth in the remainder of this Section 1, all equipment costs, costs of structural changes, labor costs and other costs, fees or expenses (including, without limitation, the costs, fees and expenses incurred by Fermic in connection with Fermic’s performance of its responsibilities set forth in Section 6 and Section 8 of this Amendment and the payment of all utility costs required to produce the Fermentation Product and/or Separation Product) which the CUSTOMER could potentially owe to Fermic in the Agreement and this Amendment are included in the Payment (as defined below). The only amounts that CUSTOMER will pay to Fermic under the Agreement or this Amendment in excess of the Payment will be (a) amounts required to reimburse Fermic for the Raw Materials in accordance with the terms set forth in Section 6.1 of the Agreement, (b) amounts required to reimburse Fermic (if not paid directly by CUSTOMER) for the actual, reasonable, documented cost of any electrical or insulation materials required by CUSTOMER to be installed by Fermic with the ECC Unit (as described in Section 8 below); (c) amounts required to reimburse Fermic (if not paid directly by CUSTOMER) for the actual, reasonable, documented costs (including applicable import duties) reasonably required to be incurred in order to effect the importation into Mexico of any materials or equipment required by CUSTOMER under the Agreement; and (d) amounts required to reimburse Fermic (if not paid directly by CUSTOMER) for the actual, reasonable, documented cost of shipping (including the cost of any packaging materials or totes) any materials or equipment required by CUSTOMER under the Agreement.
2. Schedules B, C and D of the Agreement shall be deleted in their entirety and replaced with Schedules B, C and D attached to this Amendment. In addition, Schedules E and F attached to, and referenced in Section 6 of, this Amendment shall be added to and made a part of the Agreement.
3. The first sentence of Section 4.3 of the Agreement shall be deleted. All references to “Fermentation Tolling Fee” in such section shall also be changed to “Payment.”
4. The text of Section 5.3 of the Agreement shall be deleted and replaced with the following: “Intentionally omitted.”
5. The first two sentences in Section 5.4 of the Agreement shall be deleted. All references to “Separation Tolling Fee” in such section shall also be changed to “Payment.”
6. Following the completio...
AMENDMENT AND AGREEMENT. 60 Base Asset-Based Fee Rate.....................................................7
AMENDMENT AND AGREEMENT. All terms used in this Amendment shall have the meanings as defined in the Master Agreement, as amended by Amendment No. 1, unless specifically defined otherwise in this Amendment. Except for those terms and conditions modified by this Amendment, all terms and conditions of the Master Agreement, as amended by Amendment No. 1, shall continue unchanged and in full force and effect. In the event of any conflict between the terms and conditions of the Master Agreement, as amended by Amendment No. 1, and those of this Amendment, the terms and conditions of this Amendment shall govern.
AMENDMENT AND AGREEMENT. 1.1 The Borrower, the Agent and the Banks hereby agree that, upon the effectiveness of this Amendment, the Borrowing Base on such date shall be one hundred seventy-five million ($175,000,000.00) dollars, and at this time there is no Periodic Reduction in effect, all subject to future change in accordance with the terms of the Loan Agreement.
1.2 Upon satisfaction of each of the conditions set forth in paragraph 3.5, this Amendment shall amend and restate Schedule 1 to the Loan Agreement, at which time the Borrower, the Agent and the Banks hereby agree that the Commitment of each Bank shall be as set forth in this attached substitute Schedule 1. Upon such effectiveness, each of the Banks listed on Schedule 2 attached to this Amendment (being each of the Banks other than Bank of America) (collectively, the “Assigning Banks”) shall be deemed to have sold and assigned, without recourse, separately and severally, to Bank of America, N.A. the respective percentage interest of its Commitment and the outstanding balance of its Loan, and such assignee Bank of America shall be deemed to have purchased and assumed, without recourse, from each Assigning Bank, such respective percentage of such Assigning Bank’s Commitment and portion of the Loan, such that each Assigning Bank’s Commitment is reduced by the portion set forth on Schedule 2 and Bank of America’s Commitment is added to be in the amount set forth on Schedule 1 attached to this Amendment, in each case on the terms and conditions set forth in Exhibit B (Form of Assignment and Acceptance) to the Loan Agreement. The foregoing assignments shall be effective on the same terms and conditions as if each Assigning Bank, as assignor, and Bank of America, as assignee, had executed such an Assignment and Acceptance to effectuate the transfers set forth in this paragraph.
1.3 Section 1.2 of the Loan Agreement is amended to amend the definition of “Borrowing Base”, and further Subsection 5.2(c) of the Loan Agreement also is amended, together to provide that, notwithstanding any other provision of said definition or Subsection or of the Loan Agreement to the contrary, the next semi-annual engineering report of the Borrower shall be delivered no later than August 15, 2009 (instead of September 1), and the effective date of the next scheduled redetermination of the Borrowing Base in 2009 shall be September 1, 2009 (instead of October 1).
1.4 Section 1.2 of the Loan Agreement is amended to amend and restate in its entirety t...
AMENDMENT AND AGREEMENT. (1) The Minister of Finance is hereby authorised to sign on behalf of the Government of Saint ▇▇▇▇▇▇▇ and the Grenadines such amendments to the agreement and such further or other agreements related to or connected with the further of better development of Ashton Harbour, Union Island, by Union Island Resorts Limited or by any subsidiary or by any holding company thereof, provided that such document shall after such signing be laid before the House of Assembly not later than the second meeting after the effective date of such document.
(2) In the discharge of the powers conferred on the Minister of Finance by subsection (1) of this section, the Minister of Finance may act by himself or may designate by instrument under his hand or under the hand of the Prime Minister, (if both offices are not held by the same person) or of the Governor-General, such other Minister or senior public officer as may be deemed fit; and any agreement or amended agreement or document duly executed by the Minister of Finance or his designate and any act or thing done or purported to be done in the exercise or proposed exercise of the powers hereby conferred shall be binding upon the Government of Saint ▇▇▇▇▇▇▇ and the Grenadines to its full meaning extent and purport. ARRANGEMENT OF CLAUSES Parties Recitals 1. Incorporation of Company.