Amendments to Asset Purchase Agreement. Section 2.1
Amendments to Asset Purchase Agreement. A. The definition of “Measurement Price” is amended by deleting the reference to “10” and replacing it with “90”.
B. Section 2.5(b)(ii)(x) is amended by deleting the reference to “one-third” and replacing it with “one half”.
C. Notwithstanding anything in the Amendment, Assignment and Assumption Agreement to the contrary, the parties agree that the Purchase Price (as defined in the Asset Purchase Agreement) will not be subject to adjustment for [****] accounts that are transferred to [****]. However, the [****] accounts that are transferred to [****] prior to the Closing Date will be counted toward the [****] used for the purposes of determining the [****] under Section I.(1) to Attachment B-1 to the U.S. MSA Schedule, and the parties will continue to negotiate in good faith after the Closing to seek agreement on a mutually agreeable mechanism for identifying and adjusting for such accounts.
Amendments to Asset Purchase Agreement. (a) AMENDMENT TO SECTION 2.1 (PURCHASE PRICE). Section 2.1 of the Asset Purchase Agreement is hereby amended by deleting "$16,000,000" and replacing it with "$17,000,000".
(b) AMENDMENT TO SECTION 2.2 (PAYMENT OF PURCHASE PRICE). Section 2.2 of the Asset Purchase Agreement is hereby amended as follows:
(i) Section 2.2(a) of the Asset Purchase Agreement is hereby amended by deleting the parenthetical "(i.e., $1,500,000)" in its entirety.
(ii) Section 2.2(b) of the Asset Purchase Agreement is hereby amended by deleting "$14,500,000" in clause (i) in such Section and replacing it with "$17,000,000 MINUS the Deposit".
(c) AMENDMENT TO SECTION 5.6 (REASONABLE EFFORTS; NOTIFICATION). Section 5.6 of the Asset Purchase Agreement is hereby amended by adding the following to the end of such Section: "At the Closing, Purchaser shall close the purchase and sale of the Xxxxxx Entertainment Assets notwithstanding the fact that Sellers have not, after using their best efforts, obtained all consents or approvals of third parties required to transfer to Purchaser one or more Assigned Contracts which by their terms require the consent or approval of any other contracting party thereto to the assignment thereof. With respect to each such Assigned Contract that is not assigned on the Closing Date, after the Closing Date, Sellers shall, to the extent necessary, continue to deal with the other contracting party(ies) to such Assigned Contract as the prime contracting party, and Sellers shall continue to use their best efforts to obtain the consent of all required third parties to the assignment of such Assigned Contract to Purchaser. Notwithstanding the absence of any consent or approval to the assignment of any Assigned Contract to Purchaser, Purchaser shall be entitled to receive the benefits of such Assigned Contract accruing on and after February 1, 2001."
(d) AMENDMENT TO SECTION 5.15 (LITIGATION COOPERATION; CERTAIN REIMBURSEMENT PAYMENT). Section 5.15(d) of the Asset Purchase Agreement is hereby amended by deleting the last three (3) sentences of such Section and replacing them with the following: "Sellers and Purchaser acknowledge that the Company had been negotiating with Entertainment Rights plc with respect to a Xxxxxx Sale Transaction, and that the Company may determine, without any obligation to do so, to reimburse such Person for its expenses and time as compensation for its efforts and in consideration of any consents required to be obtained from such Person or it...
Amendments to Asset Purchase Agreement. (a) Section 4.6(c) of the Asset Purchase Agreement is hereby deleted in its entirety and the following inserted in place thereof:
(c) In addition to Buyer's obligations under Section 4.6(a) above, Buyer shall pay or (in the case of subsection (ii), issue and deliver) to Seller (i) on July 1, 1998, $6,597,000 in cash, (ii) on July 1, 1998, 111,438 shares of common stock, $.33-1/3 par value, of True North (the "Shares") in the name of Seller and (iii) on July 1, 1999, $3,298,000 in cash plus interest thereon (calculated from July 1, 1998 until the date of payment) at a rate of 8% per annum, compounded quarterly."
(b) Section 4.6(f) of the Asset Purchase Agreement is hereby deleted in its entirety.
(c) Section 13.4 of the Asset Purchase Agreement is hereby deleted in its entirety and the following inserted in place thereof:
Amendments to Asset Purchase Agreement. Amend, modify, consent to the departure from, or waive compliance with, any material term or provision of the Asset Purchase Agreement, or any of the of the other Acquisition Documents to which it is a party, otherwise bound, or from which benefits inure to the Borrower.
Amendments to Asset Purchase Agreement. The Asset Purchase Agreement is hereby amended as follows:
(a) The second recital appearing on page 2 of the Asset Purchase Agreement is hereby amended by deleting the phrase "in exchange for shares of Common Stock (as hereinafter defined)" appearing on the 6th and 7th lines thereof and replacing such phrase with the following: "Newco's agreement to assume such stated liabilities."
(b) The defined term "Instructions" appearing on page 4 of the Asset Purchase Agreement is hereby deleted in its entirety.
(c) The defined term "Options" appearing on page 5 of the Asset Purchase Agreement is hereby deleted in its entirety.
Amendments to Asset Purchase Agreement. SECTION 2.1 SHALL BE AMENDED BY ADDING THE FOLLOWING SENTENCE TO THE END OF THE FIRST PARAGRAPH OF SUCH SECTION: "Notwithstanding the foregoing, the Purchased Assets conveyed at Closing shall not include the assets owned by Bay Meadow Nursing and Rehabilitation Center, LLC, a Maryland Limited Liability Company, and used in the operation of the 200-bed licensed nursing facility known as Allegis Health and Rehabilitation Center - Glen Burnie ("Glen Burnie") until such time as the closing with respxxx to the purxxxxe and sale of such assets (the "Glen Burnie Asset Closing"), nor shall Buyer assume the Assumed Liabixxxxes with respect to Glen Burnie until the Glen Burnie Asset Closing. At the time of the Gxxx Burnie Asset Closxxx, the Purchased Assets shall include only xxx Purchased Assets associated with Glen Burnie and the Assumed Liabilities shall include only the Assumxx Xiabilities associated with Glen Burnie.
Amendments to Asset Purchase Agreement. (a) Section 2.1 of the Asset Purchase Agreement is hereby amended by deleting the phrase "$59,300,000," and substituting therefor the phrase "$58,094,000," in the third line thereof.
(b) Section 3.1 of the Asset Purchase Agreement is hereby amended and restated in its entirety to be and to read as follows:
Amendments to Asset Purchase Agreement. Borrower will not amend, modify or terminate any Asset Purchase Agreement without the express prior written consent of Lender.
Amendments to Asset Purchase Agreement. (a) RMC and the Lenders agree that Section 1.7(A) of the Asset Purchase Agreement shall be amended and restated in its entirety to read as follows (with such Section 1.7(A) as so amended replacing the corresponding excerpted Section attached as Exhibit A to each of the Notes):
(A) For so long as any amounts remain outstanding under the Notes, Purchaser shall make per unit quality control payments ("QC Payments") earned by Sellers for each product as set forth below in this Section 1.7, regardless of whether or how such products are ultimately distributed (e.g., whether through retail sales, distribution of product samples, direct sales and/or web site sales, among other distribution methods). The QC Payments shall be made to the Sellers' Designee, who shall distribute such payments on a pro rata basis as set forth on Schedule 1.5(A) to the applicable Sellers for application to amounts outstanding under the Notes in accordance with such Notes. The Sellers will earn the QC Payments set forth on the QC Payment Schedule each time a unit of one of the products listed on the QC Payment Schedule below is manufactured. For purposes of determining the QC Payments earned pursuant to this Section 1.7, a product will be deemed to be manufactured no later than five (5) business days after such product is made available for Purchaser or any of Purchaser's Affiliates or designees to take immediate possession. Purchaser will make all QC Payments hereunder on a monthly basis in arrears on or before the twenty-fifth (25th) day of each calendar month as such QC Payments are earned for the preceding calendar month. All QC Payments shall be non-refundable. None of the Sellers shall be deemed to have waived, amended, modified or changed any provision of this Agreement, or its respective rights hereunder, the Notes or any other document or agreement entered into in connection with this Agreement, as a result of its acceptance of any of the payments called for in this Section 1.7(A), including, but not limited to, such Seller's right to dispute the amounts paid under this Section 1.7(A) in accordance with the provisions of Section 1.7(D).”
(b) Section 1.7(B) of the Asset Purchase Agreement is hereby amended in its entirety to read as follows (with such Section 1.7(B) as so amended replacing the corresponding excerpted Section attached as Exhibit A to each of the Notes):
