Amendments to the Guarantee Sample Clauses

Amendments to the Guarantee. 7.1 For the purposes of this Guarantee, no amendments either verbal or in writing to the OMDA or the SSA which have an impact on or affect the Transfer Payment, as referred to in this Guarantee, shall be made unless such amendments have been executed with the prior written approval of the Guarantor. Any other amendments may be made without the consent of the Guarantor but with prior notice in writing to the Guarantor by the JVC. Any failure to obtain such approval where required, or to give such notice, will result in the amendment being void insofar as it relates to the Guarantor.
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Amendments to the Guarantee. With effect on and from the Effective Date the Guarantee shall be, and shall be deemed by this Agreement to have been amended as follows: (a) by inserting the following definitions in clause 1.2 thereof:
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Amendments to the Guarantee. SECTION 3.01. Section 2.03(a) (No Limitations) of the Guarantee is amended by replacing the reference to “Section 4.12” with “Section 4.11”. SECTION 3.02. Section 3.03(a) (Subordination) of the Guarantee is amended by deleting the last sentence in its entirety and replacing it with the following: “Notwithstanding the foregoing, pursuant to Section 6.08 of the Facility Agreement, so long as no Event of Default shall have occurred and be continuing, Guarantor may receive from Borrowers payments or repayments of principal and interest in relation to intercompany loans (i) made by Guarantor to Equinix Singapore or Equinix Japan for the purpose of bridging the funding of Capital Expenditures incurred by either such Borrower prior to August 31, 2007 in connection with the expansion of either such Borrower’s Internet Data Center and (ii) made by Guarantor to Equinix Australia for the purpose of bridging the funding of Capital Expenditures incurred by such Borrower prior to January 31, 2008 in connection with the expansion of such Borrower’s Internet Data Center.” SECTION 3.03. Section 3.03(b) (Subordination) of the Guarantee is amended by deleting the last sentence in its entirety and replacing it with the following: “Notwithstanding the foregoing, pursuant to Section 6.08 of the Facility Agreement, so long as no Event of Default shall have occurred and be continuing, Guarantor may receive from Borrowers payments or repayments of principal and interest in relation to intercompany loans (i) made by Guarantor to Equinix Singapore or Equinix Japan for the purpose of bridging the funding of Capital Expenditures incurred by either such Borrower prior to August 31, 2007 in connection with the expansion of either such Borrower’s Internet Data Center and (ii) made by Guarantor to Equinix Australia for the purpose of bridging the funding of Capital Expenditures incurred by such Borrower prior to January 31, 2008 in connection with the expansion of such Borrower’s Internet Data Center.” SECTION 3.04. Section 4.02(b) (Waivers; Amendment) of the Guarantee is amended by: (a) deleting the words “Guarantee Party or Guarantee Parties with respect to which such waiver, amendment or modification is to apply”, and replacing such words with the word “Guarantor”; and (b) deleting the word “[12.02]” and replacing such word with “10.02”. SECTION 3.05. Section 4.05 (Counterparts; Effectiveness) of the Guarantee is amended by: (a) deleting the last two sentences of Section 4.05; and (b) ...
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Amendments to the Guarantee. The Guarantee is, effective as of the date first written above and subject to the satisfaction (or due waiver) of the conditions set forth in Section 2.4 (Closing Conditions) to the New Securities Purchase Agreement, hereby amended as follows (with bold, underline, indenting and other formatting modified to conform to the formatting of the Guarantee):
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Amendments to the Guarantee. The Guarantee is, effective as of the Closing Date, hereby amended and restated in its entirety in the form of Exhibit B hereto.
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Amendments to the Guarantee. Effective on the Effective Date (as defined in Section 6 hereof), Prudential and SCANA agree that the Guarantee shall be amended as follows: 2.1 Section 3.1(i) of the Guarantee is hereby amended and restated in its entirety to read as follows: (i) as soon as practicable and in any event within 60 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, condensed consolidated statements of income, cash flows and comprehensive income of the undersigned and its Subsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, and a condensed consolidated balance sheet of the undersigned and its Subsidiaries as at the end of such quarterly period, setting forth in the case of the statements of income in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and satisfactory in form to the Required Holder(s) and certified by an authorized financial officer of the undersigned, subject to changes resulting from year-end adjustments; provided, however, that the requirements of this clause (i) shall be deemed to be satisfied if the Company shall (a) deliver pursuant to clause (iii) below of copies of the Quarterly Report on Form lO-Q of the undersigned for such quarterly period filed with the Securities and Exchange Commission, (b) have timely posted such financial statements on its home page on the worldwide web and shall have given each Significant Holder prior notice (such notice to include the address of its home page and any user identification information or passwords necessary to access such financial statements) of such availability on its home page (such availability and notice thereof being referred to as "Electronic Delivery") or (c) deliver such financial statements to each Significant Holder in a manner that has been approved by such Significant Holder;" 2.2 Section 3.1(ii) of the Guarantee is hereby amended and restated in its entirety to read as follows:
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Amendments to the Guarantee. (a) The last paragraph of Section 1 is hereby amended and restated to read in its entirety as follows: "the total amount recoverable from us under this guarantee shall be limited to a sum of (pound)7,250,000 and in addition the interest (on that amount or such less sum as may be due or owing) under Clause 3 hereof;". (b) The first sentence of Section 4 is hereby amended and restated to read in its entirety as follows: "This guarantee shall be a continuing security provided always that our liability hereunder shall expire upon the earlier of May 31 2006 and the date on which all amounts outstanding under the Lloyds TSB Facility have been repaid in full except in respect of any demand for payment received by us by letter or authenticated cable/fax message on or before that date."
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Amendments to the Guarantee. (a) The definition of U.S. Guarantors shall be deleted in its entirety and replaced with the following text:
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Amendments to the Guarantee. (a) Section 1(a) of the Guarantee is hereby amended by adding the following definitions in appropriate alphabetical order:
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Related to Amendments to the Guarantee

  • Amendments to the Indenture (a) The Indenture shall hereby be amended by deleting the following Sections or clauses of the Indenture and all references and definitions related thereto in their entirety, except to the extent otherwise provided below, and these Sections and clauses shall be of no further force and effect, and shall no longer apply to the Notes, and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of the deleted text: Clauses (5), (6) and (7) of Section 501 (Events of Default) Section 1005 and Section 2.13(h) of the Second Supplemental Indenture (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 2.8(b) of the First Supplemental Indenture and Second Supplemental Indenture (Rights of Holders to Require Repurchase of Notes) (relating to change of control and ratings decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.” (c) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

  • Amendments to Financing Agreement Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Financing Agreement shall be amended as follows: (a) Section 1.01 of the Financing Agreement is hereby amended by adding the following defined terms in appropriate alphabetical order:

  • Amendments to the Grant Agreement 18.1 This Grant Agreement and the Grant Letter set out the entire agreement between the parties. They replace all previous negotiations, agreements, understandings and representations between the parties, whether oral or in writing. 18.2 The Commissioner retains the right to make amendments to this Grant Agreement and/or the Grant Letter which shall only be valid if they are in writing and signed by an authorised representative of the Commissioner.

  • Amendments to Finance Documents With effect on and from the Effective Date each of the Finance Documents other than the Loan Agreement shall be, and shall be deemed by this Agreement to have been, amended as follows: (a) the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of the other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance Documents as amended and supplemented by this Agreement; and (b) by construing references throughout each of the Finance Documents to “this Agreement”, “this Deed”, hereunder and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.

  • Amendments to Security Documents Except to the extent otherwise expressly set forth in the Guarantee and Security Agreement or the other Loan Documents, no Security Document nor any provision thereof may be waived, amended or modified, nor may the Liens granted under the Guarantee and Security Agreement be spread to secure any additional obligations (excluding (x) any increase in the Loans and Letters of Credit hereunder pursuant to a Commitment Increase under Section 2.08(e), (y) any increase in any Other Secured Indebtedness or Shorter Term Secured Indebtedness permitted hereunder and (z) the spreading of such Liens to any Designated Indebtedness or Hedging Agreement Obligations (as defined in the Guarantee and Security Agreement) as provided for in the Guarantee and Security Agreement), except pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of the Required Lenders; provided that, (i) except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the Obligors from their respective obligations under the Security Documents and (ii) except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the collateral security or otherwise terminate all or substantially all of the Liens under the Security Documents, alter the relative priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with the Loans and other obligations hereunder) with respect to all or substantially all of the collateral security provided thereby, except that no such consent shall be required, and the Administrative Agent is hereby authorized (and so agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement to, and in addition to the rights of such parties under the Guarantee and Security Agreement, the Administrative Agent and the Collateral Agent under the Guarantee and Security Agreement may, (1) release any Lien covering property (and to release any such guarantor) that is the subject of either a disposition of property not prohibited hereunder (including, without limitation, any property subject to a participation or repurchase transaction) or a disposition to which the Required Lenders or the required number or percentage of Lenders have consented (and such Lien shall be released automatically (A) to the extent provided in Section 10.03 of the Guarantee and Security Agreement and (B) to the extent permitted hereunder in connection with any property becoming subject to a participation or repurchase transaction), and (2) release from the Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) that is designated as a “Designated Subsidiary” or becomes an Excluded Asset or an Immaterial Subsidiary in accordance with this Agreement or is otherwise no longer required to be a “Subsidiary Guarantor” (including, without limitation, because it ceases to be consolidated on the Borrower’s financial statements), so long as immediately after giving effect to any such release under this clause (2) and any Concurrent Transactions, (A) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers a certificate of a Financial Officer to such effect to the Administrative Agent, (B) either (I) the amount of any excess availability under the Borrowing Base immediately prior to such release is not diminished as a result of such release or (II) the Adjusted Gross Borrowing Base immediately after giving effect to such release is at least 110% of the Covered Debt Amount and (C) no Event of Default has occurred and is continuing.

  • 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 Loan Agreement The Loan Agreement is hereby amended as follows:

  • Amendments to the Agreement Except to the extent permitted by the Investment Company Act or the rules or regulations thereunder or pursuant to exemptive relief granted by the SEC, this Agreement may be amended by the parties only if such amendment, if material, is specifically approved by the vote of a majority of the outstanding voting securities of the Portfolio (unless such approval is not required by Section 15 of the Investment Company Act as interpreted by the SEC or its staff or unless the SEC has granted an exemption from such approval requirement) and by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval shall be effective with respect to the Portfolio if a majority of the outstanding voting securities of the Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of any other Portfolio affected by the amendment or all the Portfolios of the Trust.

  • Amendments to Indenture So long as any Bond Letter of Credit shall remain outstanding, amend, modify, terminate or grant, or permit the amendment, modification, termination or grant of, any waiver under (or consent to, or permit or suffer to occur any action or omission which results in, or is equivalent to, an amendment, modification, or grant of a waiver under) any provision of the applicable Indenture that would (i) directly affect the rights or obligations of the applicable LC Issuing Bank under the applicable Related Documents without the prior written consent of such LC Issuing Bank or (ii) have an adverse effect on the rights or obligations of the Lenders hereunder without the prior written consent of the Required Lenders.

  • Amendments to Rights Agreement The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (c) The definition of “Triggering Event” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

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