FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT Sample Clauses

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. This First Amendment to Asset Purchase Agreement (this “Amendment”) is made as of July 15, 2009, between Neuromed Pharmaceuticals Ltd., a British Columbia corporation (“Seller”), and Mallinckrodt Inc., a Delaware corporation and an indirect subsidiary of Covidien plc (“Purchaser”). Purchaser and Seller may each be referred to herein as a “Party” and collectively as the “Parties.” Unless otherwise defined in this Amendment, each capitalized term used herein shall have the meaning ascribed to it in the Agreement.
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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. This First Amendment to Asset Purchase Agreement (“First Amendment”) is dated as of September 28, 2011, by and among SCHAWK USA INC., a Delaware corporation (“Buyer” or “Schawk”); LAGA, INC. (d/b/a Brandimage Desgrippes & LAGA and herein “Brandimage” or “Seller Representative”), a Delaware corporation; XXXXXX ASSOCIATES, INC., an Ohio corporation (“LAI” and together with Brandimage, individually a “Seller” and collectively “Sellers”); Brandimage-Desgrippes & LAGA, a French company (“LAGA Paris”), Brandimage Belgique Holdings S.A. f/k/a Desgrippes Gobe Bruxelles S.A., a Belgian company (“LAGA Brussels”), Desgrippes Gobe Group (HK) Ltd., a Hong Kong company (“LAGA Hong Kong”), Desgrippes (Shanghai) Brand Consulting Co, Ltd., a PRC company (“LAGA Shanghai”) and Desgrippes Gobe Group (Yuhan Hoesa), a Korean company (“LAGA Seoul” and together with LAGA Paris, LAGA Brussels, LAGA Hong Kong and LAGA Shanghai, individually a “Foreign Subsidiary” and collectively “Foreign Subsidiaries”); Design Partners, LLC, a Nevada limited liability company (“Design Partners”), Xxxx Xxxxxxx, a resident xx Xxxxxxx, Xxxxxx (“Xxxxxxx”); and Xxxx Xxxxxxxx, a resident of Illinois (“Xxxxxxxx”) (Xxxxxxx and Xxxxxxxx are referred to herein individually as a “Principal” and collectively as “Principals”).
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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. This First Amendment to Asset Purchase Agreement (the “Amendment”) is made and entered into as of November 18, 2005, by and among VERISIGN, INC., a Delaware corporation (“Seller”), EBAY INC., a Delaware corporation (“Parent”), PAYPAL, INC., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of Parent, and PAYPAL INTERNATIONAL LIMITED, a company incorporated in the Republic of Ireland and a wholly owned subsidiary of Purchaser (“International” and together with Purchaser, “Purchasers”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. This First Amendment to Asset Purchase Agreement is made and entered into as of October 10, 2006, among KADANT COMPOSITES LLC, a Delaware limited liability company (“Seller”), KADANT INC., a Delaware corporation (“Kadant”), LDI COMPOSITES CO., a Minnesota corporation (“Buyer”), and LIBERTY DIVERSIFIED INDUSTRIES, INC., a Minnesota corporation, and parent corporation of Buyer (“Buyer Parent”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement (defined below).
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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. Section 1.1(j) of the Agreement is hereby amended and restated as follows;
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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. Notwithstanding any registration of the GENH Common Stock, the Holders shall not have the right to Transfer the GENH Common Stock until after the expiration of the Restricted Period; provided, however, that the Holders shall be permitted to Transfer (i) 50% of the GENH Common Stock any time within the first six (6) months of the Restricted Period if the Company has received at least $10 million from the sale of GENH Common Stock during such six (6) month period, and (ii) an additional 25% of the GENH Common Stock if the conditions in (i) have been satisfied and the 10-day volume-weighted average price (VWAP) of the GENH Common Stock has been $1.00 or higher.
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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. Sections 3.2, 3.3 and 3.4 of the Agreement and all References to the Earn-Out Payment are deleted in their entirety from the Agreement.
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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. If the Purchasers and the Companies are unable to resolve any dispute regarding a Preliminary Earnout Calculation Schedule within twenty (20) days (or such longer period as the Purchasers and the Companies shall agree in writing) of notice of a dispute, the Parties shall engage the Arbitrator to resolve all issues having a bearing on such dispute and such resolution shall be final and binding on the Parties. The Parties shall cooperate in good faith to assist the Arbitrator in connection with its work and to provide any information reasonably requested by the Arbitrator in connection therewith as promptly as possible. The Arbitrator shall use commercially reasonable efforts to complete its work within thirty (30) days of its engagement. The expenses of the Arbitrator shall be shared equally by the Companies and the Member, on the one hand, and the Purchasers, on the other hand. The calculation of an Earnout Payment as finally determined pursuant to this Section 2.4 is referred to herein as the “Final Earnout Calculation Schedule.”
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Related to FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Asset Purchase Agreement (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement. (b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of all of the capital stock of FBC (the "Stock Purchase Election"); provided, however, that FBC shall have no right to exercise the Stock Purchase Election if (i) PCC is unable to treat such purchase of stock as a purchase of assets pursuant to Internal Revenue Code ss. 338(h)(10), or its successor, as the same may be amended from time to time, and (ii) PCC and FBC are unable to agree upon the terms and conditions of, and execute and deliver, a Stock Purchase Agreement within thirty (30) days following PCC's receipt from FBC of written notice of its election to exercise the Stock Purchase Election. If FBC exercises the Stock Purchase Election in accordance with the terms of this Section 3(b), FBC and PCC shall negotiate in good faith the terms of the Stock Purchase Agreement, it being understood that such Stock Purchase Agreement shall be substantially equivalent to the Asset Purchase Agreement except for such modifications and additions thereto that are required to conform the Asset Purchase Agreement to the form of agreement customarily used in connection with a sale of capital stock rather than assets, and it being further understood that neither FBC nor PCC shall be required to accept any term or provision in the Stock Purchase Agreement that would, or could reasonably be expected to, result in any increase or decrease in the consideration payable by PCC under the Asset Purchase Agreement or in the liabilities to be assumed by PCC under the Asset Purchase Agreement.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 21, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Amendment to Loan Agreement Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Loan Agreement is hereby amended as follows:

  • Amendments to the Purchase Agreement (a) Section 1.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Financing Agreement This Amendment shall constitute a Financing Agreement.

  • Amendment to the Loan Agreement Section 3.1 of the Loan Agreement shall be amended and restated as follows:

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