Amendment to Section 12.1. (a) Section 12.1 of the Agreement is hereby amended to amend and restate the following definitions in their entirety as follows:
Amendment to Section 12.1. Section 12.1(h) of the Business Combination Agreement is hereby replaced in its entirety with the following: “(h) by written notice from SPAC to the Company if there has been an Intervening Event Recommendation Change made pursuant to clause (b) of the definition of “Intervening Event”; provided, that the termination right exercisable pursuant to this Section 12.1(h) shall only be exercisable within the period following the Divestiture Closing and ending on and including September 30, 2024.”.
Amendment to Section 12.1. Section 12.1 of the Original Agreement is hereby amended and restated in its entirety to read as follows: “Omthera shall indemnify Licensor against all claims by, and all losses, damages, liability or expenses of Licensor to, ONC, including reasonable attorneys’ fees and court costs, arising from acts or omissions by or on behalf of Omthera and/or its sub-licensees under the Supply Agreement Relating To Supply Of A OMEGA-3 Fatty Acid Concentrate (Omefas®) in Annex C, except for acts or omissions by Licensor (other than those taken by Licensor at the express written request of Omthera). Such indemnification shall be subject to the following conditions:(i) Licensor shall notify Omthera promptly of any such claims and liabilities, (ii) Omthera shall be solely responsible for the defense, settlement and discharge of any such claims, and (iii) Licensor shall furnish Omthera with all assistance reasonably requested by Omthera in connection with the defense, settlement and discharge of any such claims and liabilities. For clarity, the parties understand and agree that the indemnification provided for in this paragraph shall apply whether or not the Supply Agreement has been assigned by Licensor to Omthera. The amounts payable to ONC under Section 4.4 of the Supply Agreement Relating To Supply Of A OMEGA-3 Fatty Acid Concentrate (Omefas®) in Annex C shall continue to be the responsibility of Licensor, and Licensor shall pay same when due under such agreement.”
Amendment to Section 12.1. The following subsections of Section 12.1 of the Loan Agreement are hereby amended as follows: The first sentence of Section 12.1(a) of the Loan Agreement shall be deleted in its entirety and the following new sentence shall be substituted therefor:
(a) This Agreement and the other Financing Agreements shall become effective as of the Closing Date and shall continue in full force and effect for a term ending on the earlier to occur of (i) March 29, 2009, or (ii) the date on which the parties to the IBM Master Distributor Agreement (or any similar agreement reached with Infoprint Solutions Company LLC (“Infoprint”)) shall no longer operate under the terms of such agreement and/or IBM or Infoprint, as applicable, no longer supplies products pursuant to such agreement to Borrower (the “Renewal Date”), and from year to year thereafter, unless sooner terminated pursuant to the terms hereof;”
Amendment to Section 12.1. Section 12.1 of the Partnership Agreement is hereby amended as follows:
(a) by adding the following words to the first sentence thereof immediately following the words, “Except as expressly permitted in Section 12.2”: “or Section 12.13,”.
(b) by adding the following words to the second sentence thereof immediately following the words “Section 12.2”: “or Section 12.13”.
Amendment to Section 12.1. In Section 12.1 of the Omnibus Agreement, the Section is hereby amended to add the following immediately prior to the final sentence thereof: “if to Xxxxx, to: Xxxxx Veterinary Supply, Inc. c/x Xxxxx Group Companies 000 Xxxxxxx Xxxxxxxxxx Xxxxxxx, XX 00000 Attn: President with a copy (which shall not constitute notice) to: Salon, Marrow, Xxxxxxx & Xxxxxx LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Salon, Esq.”
Amendment to Section 12.1. Section 12.1 of the Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 12.1. Section 12.1 of the IT Service Agreement is hereby amended by replacing the section in its entirety with the following language:
12.1 Conexant will, at its expense, defend, indemnify, and hold Specialtysemi harmless from and against any and all claims, actions, demands, suits, losses, liabilities, judgments, expenses and costs (including reasonable attorneys' fees and fees of other professionals) ("Claims") (a) resulting from a claim by [...***...]
(b) arising out of or relating to any personal injury (including death) or loss or damage to tangible property (other than data or information) to the extent such injury or damage is the result of negligence or wrongful misconduct of Conexant or its employees, or (c) arising out of or relating to the performance of IT Services by Conexant or any of its employees, agents, or representatives in connection with the [...***...] to the extent such Claim is the result of any negligent, intentional, willful, or reckless conduct of Conexant or any of its employees, agents, or representatives and will be offset to the extent such Claim is the result of any negligent, intentional, willful, or reckless conduct of the Company. Specialtysemi will use [...***...] to notify Conexant [...***...] in writing of any Claim for which Specialtysemi believes it is entitled to indemnification under this Section 12.1; however, Conexant will be relieved of its indemnification obligations under this Section 12.1 only if and to the extent that the failure to receive [...***...] notice materially prejudices Conexant's ability to defend the Claim. If Specialtysemi tenders defense of any such Claim to Conexant, Conexant must assume and bear the cost of the defense of the Claim. Specialtysemi may, at its option and expense, retain its own counsel to participate in any proceeding related to a Claim.
Amendment to Section 12.1. Section 12.1 (a) is hereby amended by inserting, after the word “hereunder” in the second line thereof, the following: “or is delayed in performing its obligations (other than payment obligations) hereunder”.
Amendment to Section 12.1. Section 12.1 of the Original Credit Agreement entitled “Events of Default” is hereby amended by deleting the reference in subparagraph (i) to “Issuer” and replacing such reference with “Borrower”.
