Amendment of the SPA. 2.1. The Parties agree that, with effect from the date of this Agreement:
(a) the definition of “Agreed Purchase Price Adjustment” in clause 1.1 of the SPA shall be replaced by the following:
Amendment of the SPA. 3.1 With effect from the Effective Date, the Parties agree that the SPA shall be amended as follows:
(a) the following new Recitals shall be inserted in the Recitals of the SPA immediately after Recital (C):
Amendment of the SPA. 5.1 Section 5.2 of the SPA shall be replaced by the following provisions:
5.2 On the Scheduled Closing Date, the Parties shall initiate and thereafter complete the following actions or, with regard to Sections 5.2(f), 5.2(g), 5.2(k) and 5.2(l), fulfill the conditions precedent (aufschiebende Bedingungen) (collectively "Closing Events") in the following order:
(a) If this has not already occurred, the Parties and HSBC Bank PLC ("Escrow Agent") shall execute an escrow agreement establishing an escrow account for the Purchase Price ("Escrow Account") substantially in the form of Annex 5.2(a).
(b) If this has not already occurred, the Purchaser shall pay the Purchase Price into the Escrow Account.
(c) The Parties shall instruct the Escrow Agent to make the payments set out in Annex 6.3 (in the aggregate "Third Party Amount") to all holders of liens and other encumbrances on the Seller Shares as set forth on Annex 6.3 to fully extinguish all liens and other encumbrances on any Seller Shares.
(d) The Seller shall hand over to the Purchaser original copies of the confirmations copies of which are attached as Annex 5.2(d) from all holders of liens and other encumbrances on the Seller Shares that, subject to the payment of the appropriate portion of the Third Party Amount, such liens and other encumbrances have been fully extinguished.
(e) The Parties shall instruct the Escrow Agent to pay (i) the portion of the Purchase Price which is the consideration for the Seller Shares minus EUR 100,000,000 (one hundred million Euros) ("Escrow Amount") and minus the Third Party Amount to the Seller and (ii) the portion of the Purchase Price which is the consideration for the Option Shares to Prof. Xx. Xxxxxxx, both as set forth on Annex 5.2(e).
(f) Subject to the condition precedent (unter der aufschiebenden Bedingung) of the payments set forth in Section 5.2(c) and Section 5.2(e)(i), the Seller herewith sells the Seller Shares to the Purchaser including all ancillary rights (Nebenrechte) appertaining thereto, including the right to the profits (Gewinnbezugsrecht) for the current financial year of the Company as well as to profits for previous financial years of the Company which have not yet been distributed to the shareholders of the Company as of the Signing Date, provided that the Company may make a dividend distribution to its shareholders for the financial year 2016 up to an amount of approximately EUR 4,000,000 (four million Euros) ("2016 Dividend Distribution"), and t...
Amendment of the SPA. The Parties hereby agree to novate by amendment the 2021 SPA, modifying the following Articles thereof as indicated below, with effects from the date hereof.
Amendment of the SPA. Subject to and conditioned upon timely payment in full of the Final Payment, and subject to the other terms and conditions of this Agreement, the Parties do hereby agree as follows:
4.1. This Section 4 of the Agreement shall constitute a written amendment of the SPA, as required by Section 11(h) of the SPA.
4.2. The SPA is hereby amended such that all of its terms, provisions, covenants, restrictions and any obligations thereunder are hereby nullified and voided, and shall be of no further force or effect, and the Parties shall not have any liability of any kind for indemnification, nor shall any Party be bound by any covenants or restrictions, or otherwise be obligated to a Party or any of the Ultralife Affiliates or the Seller Successors by, under, through or on account of or relating to the SPA or the transactions evidenced thereby; provided, however, that the following sections of the SPA shall remain effective (and if so stated, the period of time they shall remain effective):
4.2.1. Sections 6(a), 6(b) and 6(c) (for the earlier of the period calculated under Section 8(a)(ii), as incorporated below in Section 4.2.6 of this Agreement, or two years from the date of the payment of the Final Payment);
4.2.2. Section 6(e) (in perpetuity, unless evidence of termination of the guarantees is provided);
4.2.3. Section 6(f);
4.2.4. The Representations and Warranties with respect to Tax Matters set forth in Section 4(k); and
4.2.5. Section 9 regarding Tax Matters (excluding Section 9(f) and 9(g), the parties acknowledging and agreeing that the adjustments, elections and other amounts required to be reflected in applicable tax returns or paid, have been completed/paid; provided however that if any IRS audit reverses, modifies or challenges any payment, allocation, income, deduction or other tax attribute or election made therein or resulting therefrom, then those sections shall continue to apply to the extent necessary to reflect any change made by or as a result of such audit, including if applicable, any payment, re-allocation, adjustment or other attribute adjustment that becomes necessary).
4.2.6. The indemnification provisions contained in Sections 8(a), 8(b), 8(c), 8(d), 8(e) and 8(g), but only with respect to the SPA sections identified above in paragraphs 4.2.1 through and including 4.2.5 of this Agreement; provided, however, that Section 8(b)(iv) is hereby amended to insert “THE FINAL PAYMENT RECEIVED BY SELLERS” in place of “THE PURCHASE PRICE”.
4.3. To...
Amendment of the SPA. The parties hereto agree that Section 2.4(b) of the SPA shall be amended and restated to read as follows:
