Amendments and Additional Provisions Clause Samples
Amendments and Additional Provisions. This Agreement may be amended or modified only by a written agreement executed by all Parties. From time to time, Huntington and/or the Investment Company may agree on interpretive or additional provisions under this Agreement that are consistent with the Agreement's operation and general tenor and do not contravene any applicable federal or state regulations or any provision of the Charter Documents. Any such interpretive or additional provisions shall be written, signed by both Parties, and attached to this Agreement, but shall not be deemed to be an amendment to this Agreement.
Amendments and Additional Provisions. This Agreement may be amended or modified only by a written agreement executed by the Parties. From time to time, Federated and the Investment Company may agree on interpretive or additional provisions under this Agreement that are consistent with the Agreement's operation and general tenor and do not contravene any applicable federal or state regulations or any provision of the Charter Documents. Any such interpretive or additional provisions shall be written, signed by both Parties, and attached to this Agreement, but shall not be deemed to be an amendment to this Agreement.
Amendments and Additional Provisions. This Agreement may be amended or modified only by a written agreement executed by all Parties. From time to time, Administrator, Sub-Administrator and/or an Investment Company may agree on interpretive or additional provisions under this Agreement that are consistent with the Agreement's operation and general tenor and do not contravene any applicable federal or state regulations or any provision of the Charter Documents. Any such interpretive or additional provisions shall be written, signed by the Parties, and attached to this Agreement, but shall not be deemed to be an amendment to this Agreement.
Amendments and Additional Provisions. Based on procedures and documentation in connection with Adjustments of Shareholding – Indemnifications, the Parties agree that, on the date hereof, Total Losses of Parties up to the Adjustment – Indemnifications Date correspond to the Indemnification Amount for the Adjustment of Shareholding – Indemnification (as provided in Item “E” above), pursuant to the conditions set forth in the Indemnifications and Adjustments Calculation Spreadsheet.
Amendments and Additional Provisions. 1.1. Based on procedures and documentation in connection with Adjustments of Shareholding – Indemnifications, the Parties agree that, on the date hereof, Total Losses of Parties up to the Adjustment – Indemnifications Date correspond to the Indemnification Amount for the Adjustment of Shareholding – Indemnification (as provided in Item “E” above), pursuant to the conditions set forth in the Indemnifications and Adjustments Calculation Spreadsheet.
1.2. Taking into account that the Formulas need to be adjusted and fixed, the Parties agree to amend them, pursuant to Sections 1.3 and 1.4 below, in order to calculate the correct number of shares to be subscribed for by the Original Shareholders to decrease the shareholding of TRIP’s Shareholders in a total real amount equivalent to the Indemnification Amount for the Adjustment of Shareholding – Indemnification.
1.3. Taking into account the foregoing amendments, the Parties agree to amend Section 8.1.1(a)(i) of the Investment Agreement, which shall hereafter read as follows:
(i) Subject to the provisions of Section 8.5, up to the Adjustment – Indemnifications Date, the Parties shall determine in good faith the total amount of Losses indemnifiable by TRIP’s Shareholders, as provided in Section 8.1 and updated by the CDI, from the date of disbursement of the respective Losses to the Adjustment – Indemnifications Date, which effectively generated a Cash Outflow on the part of AZUL Holding’s Indemnifiable Parties within the period between the Date of Execution and the Adjustment – Indemnifications Date (“Losses With Cash Outflow of AZUL Holding”). Conversely, the Parties shall in good faith determine the total amount of Losses indemnifiable by AZUL Holding, as provided in Section 8.2 below and updated by the CDI, from the date of disbursement of the respective Losses to the Adjustment – Indemnifications Date, which effectively generated a Cash Outflow on the part of TRIP’s Shareholders’ Indemnifiable Parties within the period between the Date of Execution and the Adjustment – Indemnifications Date (“Losses With Cash Outflow of TRIP’s Shareholders”). The sum of Losses With Cash Outflow of AZUL Holding and Losses With Cash Outflow of TRIP’s Shareholders is referred to as “Total Losses of Parties up to the Adjustment – Indemnifications Date.” In the event that the Total Losses of Parties up to the Adjustment – Indemnifications Date are positive in favor of AZUL Holding’s Indemnifiable Parties (that is, the Losses With...
Amendments and Additional Provisions. This Agreement may be amended or modified only by a written agreement executed by all Parties. From time to time, HASi and/or the Trust may agree on interpretive or additional provisions under this Agreement that are consistent with the Agreement’s operation and general tenor and do not contravene any applicable federal or state regulations or any provision of the Charter Documents. Any such interpretive or additional provisions shall be written, signed by both Parties, and attached to this Agreement, but shall not be deemed to be an amendment to this Agreement.
