Amendments to Earn-Out Contracts Sample Clauses

Amendments to Earn-Out Contracts. (i) Notwithstanding anything contained herein to the contrary, if any Earn-Out Contract is amended at any time after the Closing Date, the original terms (including as to fees, the permitted time for making well connections, the requirements for determining which xxxxx the Company is obligated to connect, etc.) as set forth in such Earn-Out Contract as of the Closing Date will be the contract terms used for calculating the Gross Margin with respect to each Earn-Out Period, provided that, subject to the Earn-Out Contract Non-Disclosure Restrictions, Buyer shall provide prompt written notice to Seller following the adoption of any amendment (effective during the Earn-Out Period) to any Earn-Out Contract in connection with the dedication of any additional acreage or release of any acreage by any customer that is party to any such Earn-Out Contract and, if the Contract Fees in such Earn-Out Contract are amended pursuant to or in connection with such amendment, then Seller shall have the option to elect (such election to be made within 30 days of Seller receiving Buyer’s notice of such amendment and the information requested by Seller pursuant to the next sentence) for the Gross Margin with respect to such Earn-Out Contract and with respect to the period following the adoption of such amendment to be calculated based on either (A) the terms of such Earn-Out Contract as amended, including at such revised Contract Fees but also including Delivered Volumes from any xxxxx on such additional acreage (whether such additional acreage is dedicated pursuant to such amended Earn-Out Contact or a new Contract, with any such new Contract thereafter being deemed to be an Earn-Out Contract for all purposes), or (B) the terms of such Earn-Out Contract as in effect as of the Closing Date (which will not include the additional acreage), and such new Contract will not be a new Earn-Out Contract. Subject to the Earn-Out Contract Non-Disclosure Restrictions, Buyer will provide Seller with all information available and reasonably requested by Seller in order to enable Seller to determine which terms it will elect to apply from and after the date of the adoption of any such amendment. (ii) Notwithstanding anything contained herein to the contrary, if, at any time following the Closing but prior to the end of the Earn-Out Period, any acreage that is dedicated to the Company Assets pursuant to any Earn-Out Contract is released and new acreage is dedicated in a related transaction (suc...
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Related to Amendments to Earn-Out Contracts

  • Supplements and Amendments; Whole Agreement This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

  • Amendments to Schedules The Schedules to this Agreement form an integral part of this Agreement. The Schedules may be amended or replaced from time to time by the parties who will evidence their approval thereof by initialing a new Schedule dated as of the effective date of such amendment or replacements.

  • Assignment Amendments Waiver and Contract Complete 032620-FDX

  • Amendments to Agreements The Company shall not amend, modify or otherwise change the Warrant Agreement, Trust Agreement, Registration Rights Agreement, Purchase Agreements, the Services Agreement, or any Insider Letter without the prior written consent of the Representative which will not be unreasonably withheld. Furthermore, the Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.

  • Amendments to Obligations The Trust shall regularly consult with each of FIIOC and FSC regarding their respective performance of their obligations. In connection therewith, the Trust shall submit to each of FIIOC or FSC, as applicable, at a reasonable time in advance of filing with the SEC copies of any amended or supplemented registration statements (including exhibits) under the Securities Act of 1933, as amended, and the 1940 Act, a reasonable time in advance of their proposed use, copies of any amended or supplemented forms relating to any plan, program or service offered by the Trust. Any change in such material which would require any change in the obligations of FIIOC or FSC, as applicable, hereunder shall be subject to approval by FIIOC or FSC, as applicable, which shall not be unreasonably withheld.

  • AMENDMENTS TO THE CONTRACT This Contract shall not be altered, amended, or modified by oral representation made before or after the execution of this Contract. All amendments or changes of any kind must be in writing, executed by all Parties.

  • Amendments to Original Agreement The Original Agreement is hereby amended as follows: (a) Article 1 is hereby amended to add the following definitions are added in the correct alphabetical location:

  • Amendments to Documents The Trust shall furnish BISYS written copies of any amendments to, or changes in, any of the items referred to in Section 18 hereof forthwith upon such amendments or changes becoming effective. In addition, the Trust agrees that no amendments will be made to the Prospectuses or Statement of Additional Information of the Trust which might have the effect of changing the procedures employed by BISYS in providing the services agreed to hereunder or which amendment might affect the duties of BISYS hereunder unless the Trust first obtains BISYS' approval of such amendments or changes.

  • Amendments to Schedule of Receivables If the Servicer, during a Collection Period, assigns to a Receivable an account number that differs from the original account number identifying such Receivable on the Schedule of Receivables, the Servicer shall deliver to the Issuer, the Owner Trustee and the Indenture Trustee, on or before the Payment Date relating to such Collection Period, an amendment to the Schedule of Receivables reporting the newly assigned account number, together with the old account number of each such Receivable. The first such delivery of amendments to the Schedule of Receivables shall include monthly amendments reporting account numbers appearing on the Schedule of Receivables with the new account numbers assigned to such Receivables during any prior Collection Period.

  • Amendments to Purchase Agreement The parties agree that the Purchase Agreement shall be amended, solely with respect to the Mortgage Loans, as follows:

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