Amendment to Sections 9. 5(c) and (d). The Parties hereby agree to amend and restate Sections 9.5(c) and (d) of the Japan Agreement by replacing such Sections, in their entirety, with the following:
Amendment to Sections 9. 1(m), (n) and (o) (
Amendment to Sections 9. 9. Sections 9.9 of the Agreement is amended and restated in its entirety to read as follows:
Amendment to Sections 9. 05(g) and (k) of the Credit Agreement. Sections 9.05(g) and (k) of the Credit Agreement shall be amended by amending and restating “Borrowing Base Utilization Percentage” with “percentage equal to the lesser of (x) the amount of the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is $160,000,000 and (y) the Borrowing Base Utilization Percentage”.
Amendment to Sections 9. 1 and 9.2. Effective as of September 28, 2012, Sections 9.1 and 9.2 of the Agreement are amended to read in their respective entirety as follows:
Amendment to Sections 9. 1(g), (h), (i), (k) and (l). Sections 9.1(g), (h), (i), (k) and (l) of the Credit Agreement are hereby amended by replacing each reference to “$25,000,000” therein with a reference to “$50,000,000”.
Amendment to Sections 9. 04(b)(ii)(A) and (B). Sections 9.04(b)(ii)(A) and (B) of the Credit Agreement are each hereby amended to insert the following proviso immediately after the first reference of “seventy five percent (75%)” in each such provision: ; provided that the Credit Parties may make up to four (4) Shortfall Payments in total, with no more than two (2) Shortfall Payments being paid on or before June 30, 2021 and no more than two (2) Shortfall Payments being paid on or after July 1, 2021 and on or before December 31, 2021, in each case, if it is otherwise unable to meet the criteria set forth in this clause (1)
Amendment to Sections 9. 04(a)(x) and 9.04(a)(xii). Each of Sections 9.04(a)(x) and 9.04(a)(xii) is hereby amended by replacing the phrase “, Investments pursuant to Section 9.05(l) and Capital Expenditures pursuant to Section 9.22(a)” with the phrase “and Investments pursuant to Section 9.05(l)”.
Amendment to Sections 9. 8 (a)(i) and 9.8(a)(ii). Sections 9.8 (a)(i) and 9.8(a)(ii) of the Purchase Agreement are hereby amended in their entirety to read as follows:
(i) Notwithstanding any other provision of this Agreement (other than the last sentence of Section 9.10), neither Buyer nor Sellers shall have any liability for Damages under Sections 9.1, 9.2 or 9.3, respectively, or otherwise with respect to any breach of any representation or warranty except to the extent that the aggregate amount of such Damages exceeds, on a cumulative basis, $1,500,000; provided that neither Buyer nor Sellers shall be allocated liability for claims that do not exceed $10,000 for each independent claim or series of related claims (including, to the extent applicable, any claims brought by one Party against another after the $1,500,000 has be reached); provided further that (A) with respect to any breach of any representation or warranty contained in Section 3.4(e) (Net Capital) or Section 3.4(f) (Grigsby), or with respect to any payment owed under Section 2.5(d), xx xxxx thresholds shall apply, (B) any claims by Buyer with respect to items for which portions of the Purchase Price have been escrowed pursuant to Sections 2.4(b), 2.4(c), 2.4(d), 2.4(e), 2A.4(b), 2A.4(c) and 2A.4(d) shall not be considered in determining the thresholds in this Section 9.8(a) and no such threshold shall apply to such claims and (C) the limitations set forth in this Section 9.8(a)(i) shall not apply to any breach of any covenant or other agreement contained in this Agreement, including without limitation any claims arising under Article X. In the event that a Party brings a claim for an amount in excess of $1,500,000 (subject to the first proviso of the first sentence of this Section 9.8(a)(i)), such Party shall be entitled to indemnification for the full amount of all indemnified Damages (and, for avoidance of doubt, Buyer and Sellers shall be allocated liability for any independent or series of related claims exceeding $10,000).
(ii) Notwithstanding anything in this Agreement to the contrary (other than the last sentence of Section 9.10), Sellers, on the one hand, and Buyer, on the other, shall not have any liability to the other for Damages (on a cumulative basis), whether pursuant to the indemnification provisions hereof or otherwise, for any breach of any representations or warranties in excess of the Maximum Indemnification Amount; provided that amounts paid to Buyer from the escrow accounts maintained pursuant...
Amendment to Sections 9. 11(b) and (c). Sections 9.11(b) and (c) of the Credit Agreement are hereby amended by (i) deleting all references to "Convertible Notes" therein and replacing such references with "Existing Convertible Notes" and (ii) deleting all references to "Convertible Note Documents" therein and replacing such references with "Existing Convertible Note Documents"
