Amendments to the Agreements. In accordance with clause 42 (Amendments and Xxxxx of Waivers) of each Agreement, we further request the consent of the Majority Lenders under each Agreement to the amendments (the "Amendments") to each Agreement as set out in Appendix 1 (Amendments to the Agreements) of this letter.
Amendments to the Agreements. 3.1 The Guarantor hereby authorises XYZ Water and Thames to make any addendum or variation to the Agreements, the due and punctual performance of which addendum or variation shall be likewise guaranteed by the Guarantor in accordance with the terms of this Guarantee so that all references to the Agreements in this Guarantee shall be to the Agreements as so amended or varied from time to time.
3.2 The obligations of the Guarantor hereunder shall in no way be affected by any variation or addendum to the Agreements.
Amendments to the Agreements. The parties to this Assignment hereby agree to amend each Agreement as follows:
(a) The definition of “Eligible Account” is hereby inserted into Article I:
Amendments to the Agreements. Except as provided herein, either or both of the Agreements may be amended as follows:
11.1.1. By the mutual written consent of the parties to be effective as indicated in such consent; or
11.1.2. By Blue Shield immediately upon written notice to Provider in order to comply with applicable Laws or the directives of Official Bodies or applicable accrediting bodies.
Amendments to the Agreements. (a) Asphelia was formerly known as Sunset Cliffs Therapeutics, Inc., which was the successor by assignment to the rights and interests of Collingwood Pharmaceuticals, Inc. in the Sublicense Agreement and the Supply Agreement. Pursuant to the Agreements Assignment, Coronado will be assigned and assume rights and obligations of Asphelia under the Agreements. Each of the Agreements is hereby amended effective as of and after the Amendment Effective Date as follows: all references therein to “Collingwood Pharmaceuticals, Inc.” “Collingwood”, “Asphelia Pharmaceuticals, Inc.” and/or “Asphelia” shall be changed to and construed as “Coronado Biosciences Inc.” or “Coronado”, respectively, mutatis mutandis.
(b) The Sublicense Agreement, as amended or otherwise referred to in the 2007 Letter Agreement or the 2010 Term Sheet, is hereby amended as of the Amendment Effective Date as follows:
(i) As the name and legal form of the contracting party was stated incorrectly as “Ovamed GbmH & Co KG”, such name is hereby corrected to read “Ovamed GmbH”;
(ii) The following is hereby added as a new Section 2.4 to the Sublicense Agreement:
Amendments to the Agreements. This Agreement should not be construed as precluding the Secured Parties from agreeing with the Debtors on amendments to the SPAC Credit Documents without the consent of Desjardins. Notwithstanding the foregoing, the consent of Desjardins will be required for any amendment to the SPAC Credit Documents which has the effect of (i) increasing the interest rate applicable to the SPAC Debt, (ii) shortening the maturity date of the SPAC Debt, (iii) changing the amount of the required payments under the SPAC Debt or changing the timing of such payments or (iv) changing the defaults or events of default under the SPAC Credit Documents other than changes of an immaterial nature. The consent of the Hypothecary Representative will be required for any amendment to the Desjardins Credit Documents which has the effect of (i) increasing the amount of the Desjardins Loan by an amount exceeding $5,000,000 in the aggregate, (ii) increasing the interest rate applicable to the Senior Debt by more than 200 basis points, (iii) shortening or postponing the maturity date of the Senior Debt, (iv) increasing the amount of the required payments under the Senior Debt or changing the timing of such payments or (v) changing the defaults or events of default under the Desjardins Loan Documents other than changes of an immaterial nature.
Amendments to the Agreements. Effective as of June 30, 2012, the Agreements and each respective Draw Note representing a draw identified in Sections I. A – D, as amended by the May 31, 2012 Amendment, are hereby further amended as follows:
a. The following Draws under the $2.0 MM Inventory Facility of the Original Agreement are further amended as follows:
1. Draw No. 117 Loan Payment Date 1st Beginning August 1, 2012 No Change
2. Draw No. 125 Loan Payment Date 1st Beginning August 1, 2012 No Change
3. Draw No. 133 Loan Payment Date 1st Beginning August 1, 2012 No Change
4. Draw No. 208 Loan Payment Date 1st Beginning August 1, 2012 No Change
5. Draw No. 232 Loan Payment Date 1st Beginning August 1, 2012 No Change
6. Draw No. 75 (opened 12/21/10 with a draw of $240,596.97) Loan Payment Date 21st 1st Beginning August 1, 2012
b. The following Draws under the $1.65 MM Contract Facility are further amended as follows:
1. Draw No. 91 Loan Payment Date 1st Beginning August 1, 2012 No Change
2. Draw No. 109 Loan Payment Date 1st Beginning August 1, 2012 No Change
3. Draw No. 174 Loan Payment Date 1st Beginning August 1, 2012 No Change
4. Draw No. 190 Loan Payment Date 1st Beginning August 1, 2012 No Change
c. The following Draw under the $1.0 MM Contract Facility is further amended as follows:
1. Draw No. 273 Loan Payment Date 1st Beginning August 1, 2012 No Change
d. The following Draws under the $3.0 MM Contract Facility are further amended as follows:
1. Draw No. 299 Loan Payment Date 1st Beginning August 1, 2012 No Change
2. Draw No. 307 Loan Payment Date 1st Beginning August 1, 2012 No Change
Amendments to the Agreements. 2.1 The Parties hereby agree that certain provisions of the Agreements shall be amended as follows:
(a) Virtus’ role shall be administrator of the applicable Trust under each Agreement.
(b) USBFS’s role shall be sub-administrator of the applicable Trust under each Agreement. Notwithstanding the foregoing, the services and duties of USBFS under each Agreement shall remain the same unless specified otherwise in Section 2 hereof.
(c) USBFS shall follow the instructions of Virtus and/or the applicable Trust (and the applicable Parties shall make a good-faith effort to resolve any conflict that may arise between instructions of Virtus and instructions of the Trust) when performing the following services and duties for the Trusts pursuant to:
(i) Sections 2, 7, and 9 of the VL Agreement;
(ii) Sections 2, 9, and 12 of the TMF Agreement; and
(iii) Sections 2, 9, and 13 of the WCF Agreement.
(d) In Section 6 of the TMF Agreement, the Term “Trust” shall include Virtus and TMF except the reference to the Board of Trustees of the Trust.
(e) In Section 6 of the WCF Agreement, the Term “Trust” shall include Virtus and WCF except the reference to the Board of Trustees of the Trust.
(f) In Section 4 of the VL Agreement, the Term “Fund” shall include Virtus and VL.
2.2 All notices, demands, and requests required or permitted to be given under this Joinder and Amendment or each of the Agreements to Virtus, VL, TMF and/or WCF shall be sent to the address given below, and addressed as follows: [Name of Receiving Party(ies)] Attn: Vice President, Fund Administration Oxx Xxxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 With a copy to: Virtus Fund Services, LLC Attn: Counsel Oxx Xxxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000
Amendments to the Agreements. (a) Effective as of the closing of the Merger Transaction, the Employment Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the amended Employment Agreement attached as Annex I hereto (the “Amended Employment Agreement”).
(b) Effective as of the closing of the Merger Transaction, the Share Transfer Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the amended Share Transfer Agreement attached as Annex II hereto (the “Amended Share Transfer Agreement”).
(c) Effective as of the closing of the Merger Transaction, the Restrictive Covenant Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the amended Restrictive Covenant Agreement attached as Annex III hereto (the “Amended Restrictive Covenant Agreement”).
Amendments to the Agreements. Subject to the accuracy of the representations and warranties set forth in paragraph 2 hereof and satisfaction of the conditions set forth in paragraph 3(c) hereof, the undersigned holders of the Notes hereby agree with the Company to amend, effective as of the date first above written, each of the Agreements as follows:
