Amendment of Asset Purchase Agreement. The Asset Purchase Agreement shall be amended as follows:
(a) Section 1.1 shall be amended by adding the following definitions in their alphabetically determined positions:
Amendment of Asset Purchase Agreement. All references to "Quiver, Inc." in the Asset Purchase Agreement, including the exhibits and schedules to the Asset Purchase Agreement, are hereby deleted and replaced in their entirety to read: "Inktomi Quiver Corporation (formerly Quiver, Inc.)".
Amendment of Asset Purchase Agreement. On the Effective Date, following performance of the obligations of each of PRECISION and VITEX as set forth in Sections 1 and 2 above and pursuant to the amendment provisions of Section 12.3 of the Asset Purchase Agreement, Section 9.7(b) of the Asset Purchase Agreement regarding the Reimbursement Payments shall be deleted in its entirety.
Amendment of Asset Purchase Agreement. 1.1 AMENDMENT OF SCHEDULE I.
(A) Attachment 2 to Schedule I to the Asset Purchase Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit A hereto.
(B) Attachment 2A to Schedule I to the Asset Purchase Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit B hereto.
(C) Attachment 3 to Schedule I to the Asset Purchase Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit C hereto.
(D) Attachment 4 to Schedule I to the Asset Purchase Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit D hereto.
(E) Attachment 5 to Schedule I to the Asset Purchase Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit E hereto.
Amendment of Asset Purchase Agreement. Amend, restate or otherwise modify or agree to amend, restate or otherwise modify the Asset Purchase Agreement in any manner that could adversely impact the rights of the Lender and shall provide to the Lender, within three (3) Business Days of receipt, copies of any amendments to the Asset Purchase Agreement or other material documents relating to the sale of the Acquired Assets, and shall promptly inform the Lender of any material developments in such sale.”
(d) Effective upon receipt by the Lender of the mandatory prepayment described in Section 3.4(a) of the Credit Agreement, the Security described in Section 5.1 of the Credit Agreement shall be released and discharged from all assets and property of the Borrower other than (i) once made, the payments of the Holdback Amount, the NTA Excess and each Earn-Out Payment, if any, and (ii) subject to the terms of the Escrow Agreement, the Borrower’s right, title and interest in, to and under the following whether now or hereafter existing or acquired: (A) the Escrow Account, and all funds and other property from time to time placed or deposited in, or delivered to the escrow agent under the Escrow Agreement for placement or deposit in, the Escrow Account; (B) all claims and rights of whatever nature which the Borrower may now have or hereafter acquire against any third party(ies) in respect of any of the foregoing collateral; (C) all rights which the Borrower may now have or hereafter acquire against the escrow agent under the Escrow Agreement in respect of its holding and managing all or any part of such collateral; and (D) all proceeds of any of the foregoing.
(e) The Borrower acknowledges and agrees that the Obligations of the Borrower under the Credit Agreement or any other Credit Document shall be reinstated with full force and effect if, at any time, all or any portion of the Closing Date Payoff Amount paid to the Lender is subsequently invalidated, voided, rescinded, deemed or declared to be a fraudulent or avoidable transfer or payment of any kind, deemed or declared to be a preferential transfer or payment of any kind, set aside and/or required to be returned or repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause. In such case, the Obligations or part thereof originally intended to be satisfied, and all rights and remedies therefor or related thereto, shall be revived and reinstated in full force and effect to th...
Amendment of Asset Purchase Agreement. The parties hereto agree that the term "Restricted Period" in Section 1.37 of the Asset Purchase Agreement shall be amended as to the Employee only so that such term shall mean "the period commencing on the Closing Date and ending on the second anniversary of the date on which such Shareholder's employment with the Purchaser, expires, is not renewed, or is otherwise terminated, as such period may be extended pursuant to Section 7.3(b) of the Asset Purchase Agreement."
Amendment of Asset Purchase Agreement. Section 7.2 of the Agreement is amended and restated as follows:
Amendment of Asset Purchase Agreement. Any modification of the Asset Purchase Agreement shall not release Guarantors of any obligation hereunder, except to the extent Guarantors are materially prejudiced thereby. Guarantors specifically agree that their obligations hereunder shall not be released, modified or otherwise affected by any failure or delay on Buyer's part to enforce any of Buyer's rights or remedies under the Asset Purchase Agreement, whether pursuant to the terms thereof, or at law or in equity. Guarantors hereby waive notice of acceptance of this Guaranty, and any right to require Buyer to pursue or exhaust any other remedy Buyer may have against Seller (or any successor or assign) before proceeding against Guarantors.
Amendment of Asset Purchase Agreement. The Asset Purchase Agreement is hereby amended to reflect the provisions of paragraphs 2 and 3 above and to provide that paragraph 1.3(c) of the Asset Purchase Agreement is hereby amended to provide instead:
Amendment of Asset Purchase Agreement. The parties hereby agree that Section 6.7.1 of the Asset Purchase Agreement is deleted in its entirety, and the following is substituted in replacement thereof:
6.7.1 After the Closing Date, Buyer shall pay all of the costs associated with conducting Phase III clinical testing of LE-T and preparing and filing with the FDA an NDA for LE-T, subject to the reimbursement rights set forth below. If the actual, documented out-of-pocket costs of Buyer related to such clinical testing and filing (the "LE-T R&D Costs") exceed One Million Two Hundred Thousand Dollars ($1,200,000), then Seller shall pay to Buyer fifty percent (50%) of the LE-T R&D Costs in excess of such amount until the total LE-T R&D Costs reach Two Million Five Hundred Thousand Dollars ($2,500,000), at which point Seller shall pay to Buyer one hundred percent (100%) of the LE-T R&D Costs in excess of that amount up to LE-T R&D Costs of Five Million Dollars ($5,000,000). Any LE-T R&D Costs in excess of Five Million Dollars ($5,000,000) shall be paid by Buyer. If the LE-T R&D Costs are less than One Million Two Hundred Thousand Dollars ($1,200,000), then Buyer shall pay to Seller fifty percent (50%) of the difference. The parties acknowledge that Seller has previously reimbursed Buyer for all its actual, documented out-of-pocket costs associated with the performance of the Pre-Phase III studies for LE-T, and that Seller has no further obligations related thereto."
