AMENDMENTS TO THE SPA. 1.1 The following text is added to Section 4.9:
AMENDMENTS TO THE SPA. Amendment to the conditions precedent
AMENDMENTS TO THE SPA. The definition of “
AMENDMENTS TO THE SPA. Upon the effectiveness of this Amendment, the SPA shall be amended as follows:
(a) The following definitions of “Utica”, “Utica Lease Agreement” and “Utica Subordination Agreement” shall be added to Annex A of the Existing SPA:
AMENDMENTS TO THE SPA. Section 1.06(b) of the SPA shall be deleted in its entirety and replaced with the following: “If the Closing has not occurred by September 30, 2019 (the “Termination Date”) for any reason, either Party may terminate this Agreement by written notice to the other Parties; provided that the right to terminate this Agreement pursuant to this Section 1.06(b) shall not be available to any Party whose failure to fulfill any of its obligations under this Agreement or other breach of this Agreement has been a cause of, or resulted in, the failure for the Closing to occur on or prior to the Termination Date.”
AMENDMENTS TO THE SPA. 3.1 The Parties hereby agree that:
(a) In deviation of the definition included in the SPA the Completion Date shall be December 19, 2019, or any other date as specifically agreed upon in writing between the Parties.
(b) In case Completion does not occur ultimately on December 19, 2019 due to non- fulfilment of the Purchaser of its obligations under the SPA, the Parties agree in deviation of the SPA that in addition and without prejudice to any other rights and remedies available to the Seller, the Seller shall be entitled at its sole discretion, to either:
i. defer Completion to a later date as specified by the Seller in writing; or
ii. proceed with Completion so far as practicable; or
iii. rescind (ontbinden) the SPA, in which case: (i) the Purchaser shall indemnify the Seller against all reasonable costs and expenses incurred by it in connection with the preparation and negotiation of the SPA and all other agreements in connection herewith up to a total maximum amount of one hundred thousand Euros (EUR 100,000); and (ii) all actions already taken shall be deemed not to have been taken and shall remain without effect or, as may be appropriate, shall be reversed, unless the Parties agree otherwise. The Parties shall provide their full co-operation to the reversal of any actions should such reversal be required.
(c) In addition to the SPA, Parties agree that as from and including October 15, 2019 until the date upon which the Completion Payment (as defined below) is paid in full, the Purchaser is and shall become liable to pay an immediately due and payable penalty to the Seller in the amount of EUR 888 per day for each day elapsed as from and including October 15, 2019, to be paid in full ultimately upon repayment of the Loan by Xxxxxxx (as defined below).
(d) The Purchaser has paid in advance part of the Purchase Price, in the amount of EUR 100,000 (the Deposit), to the Seller. As a result, clause 3.1(d) of the SPA is hereby amended and to read as follows and includes the payment obligation of the Purchaser as referred to in clause 3.1(e) of the SPA:
AMENDMENTS TO THE SPA. Effective as of the date hereof, the Parties agree that the SPA shall be amended as follows:
AMENDMENTS TO THE SPA. The parties agree that the following defined --------------------- terms contained in Section 1.1 of the SPA hereby are amended and restated in their entirety as follows:
AMENDMENTS TO THE SPA. (A) Section 1.1 of the SPA is hereby amended by adding the following definition:
AMENDMENTS TO THE SPA. (a) Article 1 of the SPA is hereby amended to add the following defined terms in alphabetical order:
