Amendment to Section 6.1. Clause (h) contained in Section 6.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 6.1. Section 6.1 of the Credit Agreement is amended by replacing paragraph (b) in its entirety with the following:
Amendment to Section 6.1. Section 6.1 of the JOA is hereby deleted in its entirety, and replaced with following Section 6.1:
Amendment to Section 6.1. Section 6.1 of the Agreement is deleted in its entirety and replaced by the following: DT represents and warrants that it has the right and authority to grant the license granted in Section 2, excluding the Licensed Products 1.11 (B) and Licensed Services 1.12 (B) and (C); provided, however, DT will undertake a review of its right and authority to grant a license under Section 2 with respect to the foregoing listed exclusions with respect to the Licensed Products and Licensed Services and within 90 days of the Amendment Effective Date make such representations and warranties under Section 2 to the extent DT, acting reasonably, has such right and authority. With respect to the Trademarks listed in Annex 1.1 and Domains, but excluding the Licensed Products 1.11 (B) and Licensed Services 1.12 (B) and (C), DT represents and warrants that Licensee’s use of such Trademarks and Domains do not and will not infringe, violate or misappropriate and third party intellectual property rights under the condition that such use is in accordance with the terms of this Agreement and the Licensee permits DT to take over the Licensee’s defense of such claim as provided in Section 13.1; provided, however, DT will undertake a review of Licensee’s use of the Trademarks and Domains for the foregoing listed excluded Licensed Products and Licensed Services and within 90 days of the Amendment Effective Date make the forgoing representations and warranties under Section 2 to the Extent DT can, acting reasonably, make such representations and warranties.
Amendment to Section 6.1. Section 6.1 of the Agreement is hereby amended by:
(a) adding to Section 6.1 immediately before the words “Cendant shall and shall cause its Subsidiaries” the following: “In the event that Cendant has not directly paid to the relevant Taxing Authorities the liabilities it has Assumed under this Agreement, then, to the extent such liabilities were paid by Realogy or Wyndham (or any of their Affiliates), as applicable,”; and
(b) replacing the text in Section 6.1(a) in its entirety with the following: “all such liabilities Assumed by Cendant and for which Cendant is accordingly responsible under this Agreement; and”
Amendment to Section 6.1. Section 6.1 of the Employment Agreement is hereby amended and replaced in its entirety as follows: Commencing on December 1, 2011, Executive’s base salary shall be at a rate of $2800 per month. Commencing on the Company’s first regular payroll date following the consummation of an Initial Financing (as defined below), Executive’s base salary will be increased to 60% of Executive’s base salary in effect as of November 30, 2011. Commencing on the Company’s first regular payroll date following the consummation of a Qualified Financing (as defined below), Executive’s base salary will be increase to 100% of Executive’s base salary in effect as of November 30, 2011. These payments collectively will be referred to herein as the “Base Salary.” The Base Salary will be subject to review and adjustment from time to time by the Company in its sole discretion and will be payable subject to standard federal and state payroll withholding requirements in accordance with Company’s standard payroll practices. For purposes of this Agreement, “Initial Financing” means the Company’s receipt, in one or more equity financings and/or strategic transactions between December 1, 2011 and December 31, 2011, of aggregate gross proceeds of at least $500,000. For purposes of this Agreement, “Qualified Financing” means the Company’s receipt, in one or more equity financings and/or strategic transactions subsequent to December 1, 2011, of aggregate capital that the Board determines is sufficient to conduct a Phase 2b or Phase 3 clinical trial of RGN-259.
Amendment to Section 6.1. Section 6.1 of the Loan Agreement is hereby amended to add the following clause (ee) to the end thereto as follows:
Amendment to Section 6.1. Section 6.1(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(i) Indebtedness of the Credit Parties and their Subsidiaries (other than the Permitted Real Estate Entities) pursuant to the Existing Subordinated Notes and (ii) senior unsecured or subordinated Indebtedness (such Indebtedness, “Refinancing Indebtedness”) in an aggregate amount not to exceed the sum of (A) the outstanding Existing Subordinated Notes and outstanding Term Loans immediately prior to the incurrence of such Refinancing Indebtedness and (B) the aggregate amount of cash previously used to consummate Debt Repurchases of the Existing Subordinated Notes, in whole or in part, within the nine (9) month period prior to the incurrence of such Refinancing Indebtedness (collectively, the “Aggregate Refinancing Indebtedness Amount”); provided that (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) the sum of (x) the Existing Subordinated Notes then outstanding after giving effect to such Refinancing Indebtedness, (y) the Term Loans then outstanding after giving effect to such Refinancing Indebtedness and (z) such Refinancing Indebtedness shall not exceed the Aggregate Refinancing Indebtedness Amount plus an amount equal to the aggregate costs, fees, accrued interest and call premiums incurred, on or after the Second Amendment Effective Date, in connection with the Debt Repurchase or other extinguishment of the Existing Subordinated Notes and/or Term Loans or in connection with the incurrence of Refinancing Indebtedness, (3) the Refinancing Indebtedness shall be issued on terms reasonably satisfactory to the Administrative Agent (such consent not to be unreasonably withheld or delayed), (4) the maturity date of such Refinancing Indebtedness shall be at least six (6) months after the Credit-Linked Maturity Date, (5) such Refinancing Indebtedness shall not be subject to mandatory amortization payments, (6) the instruments governing such Refinancing Indebtedness shall not contain financial maintenance covenants and (7) after giving effect to the incurrence of such Refinancing Indebtedness, the Indebtedness of the Credit Parties and their Subsidiaries shall not exceed $438,600,000 (i.e. the total Indebtedness of the Credit Parties and their Subsidiaries as of November 30, 2009) plus an amount equal to the aggregate costs, fees, accrued interest and call premiums incurred, on or after the Second Amendment...
Amendment to Section 6.1. Section 6.1 of the Agreement is hereby amended by replacing the word “Member” with the phrase “Member in accordance with aggregate capital contributions.”
Amendment to Section 6.1. Section 6.1 of the Credit Agreement is hereby amended by deleting clause (n) thereof in its entirety and inserting in lieu thereof a new paragraph (n) as follows:
