Effect of Amendment; Miscellaneous. (a) Except as otherwise expressly provided herein, the parties make no other amendment, alteration or modification of the Agreement nor do they, nor does any of them, by executing this Amendment, waive any provision of the Agreement or any right that they or it may have thereunder. Except as expressly set forth herein, the Agreement shall otherwise remain in full force and effect.
Effect of Amendment; Miscellaneous. (a) This Amendment is a Note Document. Except as amended by this Amendment, the provisions of the NIFA are in all aspects ratified and confirmed, shall remain in full force and effect and shall remain as the legal, valid, binding, and enforceable obligations of the parties thereto.
(b) From and after the date of this Amendment, references in the NIFA to “this Agreement” (and indirect references such as “hereunder,” “hereby,” “herein” and “hereof,” or words of like import referring to the NIFA), and references in the other Note Documents to “the NIFA” or “the Note Issuance Facility Agreement” (and indirect references such as “thereunder,” “thereby,” “therein” and “thereof,” or words of like import referring to the NIFA) shall be deemed to be references to the NIFA, as amended by this Amendment.
(c) This Agreement shall become effective on the date hereof. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by telecopier or by electronic mail in portable document format (.pdf) to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.
Effect of Amendment; Miscellaneous. This Amendment shall not constitute an amendment or waiver of any provision of the Award Agreement except as expressly stated herein. Except as expressly amended hereby, the provisions of the Award Agreement shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with its terms.
Effect of Amendment; Miscellaneous. (a) Except as expressly set forth in Section 2 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as amended hereby. From and after the date of this Amendment, (i) each reference in the Credit Agreement and the other Loan Documents to “the Credit Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Amended Credit Agreement, and (ii) the “Obligations” and “Secured Obligations” under, and each as defined in, the Credit Agreement shall continue as Obligations and Secured Obligations under the Amended Credit Agreement.
(b) This Amendment may not be amended, modified or waived except in accordance with Section 11.02 of the Credit Agreement.
(c) This Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.
Effect of Amendment; Miscellaneous. Except as specifically modified hereby, all of the terms and provisions of the Purchase Agreement shall remain in full force and effect, without modification or limitation. This Amendment shall be governed by all of the provisions of the Purchase Agreement, unless the context otherwise requires, including, without limitation, all provisions concerning construction, interpretation, enforcement and governing law. For purposes of the Purchase Agreement the term “Agreement” shall be deemed to mean the Purchase Agreement, as amended by this Amendment.
Effect of Amendment; Miscellaneous. Except as expressly amended herein, the Letter Agreement will continue in full force and effect in accordance with its terms. The Letter Agreement, as amended by the Amendment, embodies the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communications, agreements and understandings, whether written or oral, with respect to the same. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. This Amendment is a Delaware contract and will be will be construed and enforced under and be governed in all respects by the laws of the State of Delaware, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction.
Effect of Amendment; Miscellaneous. (a) This Amendment shall not constitute an amendment or waiver of any provision of the Purchase Agreement except as expressly stated herein. Except as expressly amended hereby, the provisions of the Purchase Agreement shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with its terms.
(b) On and after the date hereof, each reference in the Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall be deemed a reference to the Purchase Agreement, as amended hereby, provided that the references to the date of the Purchase Agreement will continue to refer to the original execution date of the Purchase Agreement.
(c) The provisions of Article X of the Purchase Agreement shall apply to this Amendment mutatis mutandis.
Effect of Amendment; Miscellaneous. 7.1 Upon the effectiveness of this Amendment, (i) all references in the Receivables Sale Agreement or in any other Transaction Document to “the Receivables Sale Agreement,” “this Agreement,” “hereof,” “herein” or words of similar effect, in each case referring to the Receivables Sale Agreement, shall be deemed to be references to the Receivables Sale Agreement as amended by this Amendment and (ii) all references in the Receivables Purchase Agreement or in any other Transaction Document to “the Receivables Purchase Agreement,” “this Agreement,” “hereof,” “herein” or words of similar effect, in each case referring to the Receivables Purchase Agreement, shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment.
7.2 Except as specifically amended hereby, the Agreements and all other Transaction Documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed in all respects.
7.3 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Purchaser or any of its assignees under the Agreements or any other Transaction Document, instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.
7.4 All reasonable costs and expenses of the Purchaser Representative related to the preparation, negotiation and delivery of this Amendment shall be for the account of and promptly paid by the RSA Seller.
Effect of Amendment; Miscellaneous. (a) This Amendment shall not constitute an amendment or waiver of any provision of the Merger Agreement except as expressly stated herein. Except as expressly amended hereby, the provisions of the Merger Agreement shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with its terms.
(b) On and after the date hereof, each reference in the Merger Agreement to “this Merger Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall be deemed a reference to the Merger Agreement, as amended hereby, provided that the references to the date of the Merger Agreement will continue to refer to the original execution date of the Merger Agreement.
(c) The provisions of Article XII of the Merger Agreement shall apply to this Amendment mutatis mutandis. In Witness Whereof, each of the Parties has caused this Amendment to be duly executed and delivered as of the day and year written above. By: /s/ Xxxxxx Xxxxxx-Xxxxxx Name: Xxxxxx Xxxxxx-Xxxxxx Title: President and CEO By: /s/ Xxxxxx Xxxxxx-Xxxxxx Name: Xxxxxx Xxxxxx-Xxxxxx Title: Director By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chairman of the Board and Chief Executive Officer By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President, General Counsel and Secretary
FORBION 1 MANAGEMENT B.V. As Stockholders’ Agent
Effect of Amendment; Miscellaneous
