Amendment to Assignment Agreement Sample Clauses

Amendment to Assignment Agreement. The Assignment Agreement is hereby amended by adding the following provision to the end of Annex I thereof: [To be included in the Assignment only in the case of an assignment by or to a Sponsor Affiliated Lender: Each of the Assignor and Assignee acknowledges that (i) the other party currently may have, and later may come into possession of, information regarding the Assigned Interest or the Credit Parties that is not known to it and that may be material to a decision to enter into this Assignment (“Excluded Information”), (ii) it has determined to enter into this Assignment notwithstanding its lack of knowledge of the Excluded Information, and (iii) the other party shall have no liability to it, and it hereby to the extent permitted by law waives and releases any claims it may have against the other party, with respect to the nondisclosure of the Excluded Information; provided that the Excluded Information shall not and does not affect the truth or accuracy of the representations or warranties of such party in this Assignment. Each of Assignor and Assignee further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders party to the Credit Agreement.] [To be included in the Assignment only in the case of each Sponsor Sale: The Assignor hereby represents and warrants as of the Effective Date, that the Assignor does not have any material non-public information (“MNPI”) with respect to Holdings, Borrowers or any of their respective Subsidiaries or securities that either (i) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to Holdings, Borrowers or any of their respective Subsidiaries or securities) prior to such time or (ii) if not disclosed to the Lenders, could reasonably be expected to have a material adverse effect upon, or otherwise be material to, a Lender’s decision to purchase Loans from the Assignor.]
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Amendment to Assignment Agreement. The Assignment Agreement is hereby amended as follows:
Sample 1Sample 2Sample 3
Amendment to Assignment Agreement. Article 3 of the Assignment Agreement shall be deleted and replaced with the following: “The Assignee hereby agrees and covenants to pay to the Assignor on December 30, 2004 the aggregate purchase price of the Technologies of US$19.7 million in immediately available funds by wire transfer to a bank account or accounts designated by the Assignor.”
Sample 1
Amendment to Assignment Agreement. The Assignment Agreement is hereby amended by adding the following provision to the end of Annex I thereof: [To be included in the Assignment only in the case of an assignment by or to a Sponsor Affiliated Lender: Each of the Assignor and Assignee acknowledges that (i) the other party currently may have, and later may come into possession of, information regarding the Assigned Interest or the Credit Parties that is not known to it and that may be material to a decision to enter into this Assignment (“Excluded Information”), (ii) it has determined to enter into this Assignment notwithstanding its lack of knowledge of the Excluded Information, and (iii) the other party shall have no liability to it, and it hereby to the extent permitted by law waives and releases any claims it may have against the other party, with respect to the nondisclosure of the Excluded Information; provided that the Excluded Information shall not and does not affect the truth or accuracy of the representations or warranties of such party in this Assignment. Each of Assignor and Assignee further acknowledges that the Excluded Information may not be available to the Administrative Agent, the Syndication Agent or the other Lenders party to the Credit Agreement.] [To be
Sample 1
Amendment to Assignment Agreement. This Amendment to the Assignment Agreement dated as of October 16, 2000 is made and entered into as of this 27th day of March, 2001, by and between MEDICAL PRODUCTS DEVELOPMENT, INC. (“MPDI”), having its principal place of business at 000 Xxx Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx 00000, INAMED CORPORATION (“INAMED”), having its principal place of business at 0000 Xxxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx 00000, and XxXXXX MEDICAL CORPORATION (“MMC”), having its principal place of business at 000 Xxxx Xxxxx, Santa Barbara, California 93111.
Sample 1
Amendment to Assignment Agreement. Section 2(d) of the Assignment Agreement is hereby amended by adding the following sentence at the end thereof: Notwithstanding anything in this Section 2( d) to the contrary, Lender hereby agrees that it shall lend, subject to the terms and conditions contained in this Agreement and in that certain Amended and Restate Forbearance Agreement dated as of October 2, 2002 by and among: Guarantor; Borrower, Green Tree Finance Corp. - Five, Lehman Commercial Paper Inc. and Lehman Brothers Inc., xx xxe Borrower the proceeds of xxx Xxedged Assets Lender receives on or about October 16,2002 in an amount not to exceed $10,000, after application of such proceeds pursuant to subclauses (i) and (ii) above but before any application of such proceeds pursuant to subclauses (iii), (iv) and (v) above (such loan proceeds referred to herein as the "October Loan Amount"). At the time the October Loan Amount is funded, the Loan Balance shall be deemed to be increased by an amount equal to the amount so funded. For the avoidance of doubt, Lender shall in no event lend to the Borrower hereunder an amount in excess of $10,000,000 during the period commencing on October 4,2002 and ending on November 29, 2002.
Sample 1
Amendment to Assignment Agreement. Article 3.2 of the Patent License Agreement shall be deleted and replaced with the following:
Sample 1
AutoNDA by SimpleDocs

Related to Amendment to Assignment Agreement

  • Amendment; Assignment This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. Except for the Management Stockholder’s right to assign his or her rights under Section 4(a) or the Company’s right to assign its rights under Section 4(b), no party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of February 3, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Amendment to Forbearance Agreement As of the date hereof, Section 2(b) of the Forbearance Agreement shall be amended and restated in its entirety to read as follows:

  • Consent to Assignment The Assignor hereby irrevocably assigns the Agreement in all respects to the Assignee and the Assignee accepts the assignment thereof in all respects.

  • Agreement Amendment If either party hereto requests to amend this agreement, it shall notify the other party in writing, and the other party shall respond within one week. All amendments of this agreement must be made in writing by both parties, and such amendments shall be deemed as inseverable parts of this agreement.

  • Amendment to Agreement The Agreement is hereby amended as follows:

  • Assignment Agreement The Assignment and Assumption Agreement, dated the Closing Date, between Residential Funding and the Company relating to the transfer and assignment of the Mortgage Loans.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!