Clarifying Amendments Clause Samples
The Clarifying Amendments clause serves to allow parties to make changes to a contract that clarify its terms without altering the substantive rights or obligations of either party. In practice, this clause permits the correction of ambiguities, typographical errors, or inconsistencies in the contract language, often through written agreement between the parties. Its core function is to ensure that the contract accurately reflects the parties' intentions and to prevent misunderstandings or disputes arising from unclear or imprecise wording.
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Clarifying Amendments. Notwithstanding the provisions set forth in Section 7.1(a), the Managing Members may amend this Agreement without the consent of the Members:
(i) if such amendment is solely for the purpose of clarification and does not change the substance hereof, or
(ii) if such amendment is, in the reasonable judgment of the Managing Members, necessary or appropriate to satisfy requirements of the Code or Regulations with respect to the Company or of any federal or state securities laws or regulations. In this respect, and notwithstanding any other provision of this Agreement, the Managing Members may allocate Profits and/or Losses, or items thereof, among the Members in any manner which may be necessary or appropriate to satisfy the requirements of the Code and the Regulations thereunder.
Clarifying Amendments. Notwithstanding the provisions set forth in Section 7.1(a), the Manager may amend this Agreement without the consent of the Members:
(i) if such amendment is solely for the purpose of clarification and otherwise does not change the substantive rights or obligations of the Members;
(ii) if such amendment is, in the reasonable judgment of the Manager, necessary to satisfy requirements of the Code or Regulations with respect to the Company or of any federal or state securities laws or regulations; or
(iii) if such amendment is to reflect the Transfer of Membership Interests or issuance of additional Membership Interests or other changes in the Members or their Interests as permitted herein, including, but not limited to, the admission of additional Members to the Company as permitted herein.
Clarifying Amendments. 7.1.1 OU may amend this Agreement without the consent of Affiliated Provider if such amendment is: (i) for the purpose of clarification and does not materially change the substance hereof; provided, however, that such amendment does not adversely and materially affect the interests of Affiliated Provider; (ii) necessary or appropriate to satisfy the requirements of any change in federal or state law or the provisions of the HAN Agreement; or (iii) necessary to cause the Agreement to comply with any then applicable fraud and abuse or similar statute, rule, regulation, or law. OU shall notify Affiliated Provider in writing of any changes affected by it under this provision.
Clarifying Amendments. Notwithstanding the provisions set forth in Section 7.1(a), the Board may amend this Agreement without the consent of the Members:
(i) if such amendment is solely for the purpose of clarification or otherwise does not change the substantive rights or obligations of the Members, the Agent or the Lenders;
(ii) if such amendment is, in the reasonable judgment of the Board, necessary or appropriate to satisfy requirements of the Code or Regulations with respect to the Company or of any federal or state securities laws or regulations. In this respect, and notwithstanding any other provision of this Agreement, the Board may allocate Profits and/or Losses, or items thereof, among the Members in any manner which may be necessary or appropriate to satisfy the requirements of the Code and the Regulations thereunder;
(iii) if such amendment is to reflect the Transfer of Membership Interests or issuance of additional Membership Interests or other changes in the Members or their Interests as permitted herein, including, but not limited to, the admission of additional Members to the Company as permitted herein; or
(iv) if such amendment is to change the Company’s name or statutory agent or the state in which the Company is organized.
Clarifying Amendments. The General Partner may amend this Agreement without the consent of the Limited Partners if such amendment is: (i) for the purpose of clarification and does not materially change the substance hereof and the Partnership has obtained the opinion of its legal counsel to that effect; provided however, that such amendment does not adversely and materially affect the interests of the Limited Partners; (ii) necessary or appropriate pursuant to Section 6.01 hereof, to satisfy the requirements of the Code with respect to the Partnership’s allocations or the Partnership’s status as a partnership, or pursuant to any Tax Decision, or any federal or state securities laws or regulations; (iii) necessary to cause the Partnership to comply with any then applicable fraud and abuse or similar statute, rule, regulation or law pursuant to Section 11.04; or (iv) for the purpose of ensuring that the General Partner will be allocated tax basis associated with Partnership liabilities under Section 752 of the Code and the Treasury Regulations thereunder (the “Section 752 Rules”) when The General Partner, or a “related person” to the General Partner within the meaning of the Section 752 Rules, has the economic risk of loss with respect to such Partnership liabilities.
Clarifying Amendments. [***]. For clarity, such amendment will be an Existing Alnylam In-License for all purposes of the Collaboration Agreement.
Clarifying Amendments. For the avoidance of doubt, any and all language, provisions or references in the Purchase Agreement that require or contemplate the Seller to convey fee title to the Premises to the Purchaser are deemed amended to require or contemplate the Seller’s conveyance of fee title to the Landlord.