Common use of Ministerial Amendments Clause in Contracts

Ministerial Amendments. The parties to this Agreement may in writing, at any time and from time to time, without the approval of the Holders, amend, supplement or modify this Agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Holders hereunder; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the mutual opinion of the Trust, TCPL and the Exchange Trustee and their respective counsel, having in mind the best interests of the Holders as a whole, it may be expedient to make; (c) making such changes or corrections which, on the advice of counsel to the Trust, TCPL and the Exchange Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that each of the Trust, TCPL and their respective counsel, and the Exchange Trustee based on the opinion of Counsel, shall be of the opinion that such changes or corrections shall not be prejudicial to the interests of the Holders as a whole; or (d) making any additions to, deletions from or alterations of the provisions of this Agreement which, in the opinion of the Exchange Trustee and its counsel, shall not be prejudicial to the interests of the Holders as a whole or which, in the opinion of counsel to the Trust, TCPL and the Exchange Trustee, are necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Trust, TCPL, the Exchange Trustee or this Agreement.

Ministerial Amendments. The parties to this Agreement may in writing, at any time and from time to time, without the approval of the Holders, amend, supplement or modify this Agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Holders hereunder; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the mutual opinion of the Trust, TCPL and the Exchange Indenture Trustee and their respective counsel, having in mind the best interests of the Holders as a whole, it may be expedient to make; (c) making such changes or corrections which, on the advice of counsel to the Trust, TCPL and the Exchange Indenture Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that each of the Trust, TCPL and their respective counsel, and the Exchange Indenture Trustee based on the opinion of Counsel, shall be of the opinion that such changes or corrections shall not be prejudicial to the interests of the Holders as a whole; or (d) making any additions to, deletions from or alterations of the provisions of this Agreement which, in the opinion of the Exchange Indenture Trustee and its counsel, shall not be prejudicial to the interests of the Holders as a whole or which, in the opinion of counsel to the Trust, TCPL and the Exchange Indenture Trustee, are necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Trust, TCPL, the Exchange Indenture Trustee or this Agreement.

Ministerial Amendments. The Notwithstanding the provisions of Section 12.1 hereof, the parties to this Agreement agreement may in writing, at any time and from time to time, without the approval of the Holders, amend, supplement amend or modify this Agreement agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Holders hereunderhereunder subject to the receipt by the Trustee of an opinion of its counsel that the addition of the proposed covenant is not prejudicial to the interests of the holders as a whole or the Trustee; (b) making such amendments or modifications not inconsistent with this Agreement agreement as may be necessary or desirable with respect to matters or questions which, in the mutual opinion of the Trust, TCPL board of directors of each of RVI and RVI Sub and in the Exchange opinion of the Trustee and their respective its counsel, having in mind the best interests of the Holders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee and its counsel shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Holders as a whole; (c) making such changes or corrections which, on the advice of counsel to the TrustRVI Sub, TCPL RVI and the Exchange Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that the Trustee and its counsel and the board of directors of each of the Trust, TCPL RVI Sub and their respective counsel, and the Exchange Trustee based on the opinion of Counsel, RVI shall be of the opinion that such changes or corrections shall will not be prejudicial to the interests of the Holders as a whole; or (d) making any additions to, deletions from or alterations of the provisions of this Agreement which, in the opinion of the Exchange Trustee and its counsel, shall not such changes as may be prejudicial to the interests of the Holders as a whole or which, in the opinion of counsel to the Trust, TCPL and the Exchange Trustee, are necessary or advisable in order appropriate to incorporate, reflect implement or comply with give effect to any legislation the provisions of which apply assignment or assumption made pursuant to the Trust, TCPL, the Exchange Trustee or this AgreementSection 14.9 hereof.

Ministerial Amendments. The Notwithstanding the provisions of Section 12.1 hereof, the parties to this Agreement agreement may in writing, at any time and from time to time, without the approval of the Holders, amend, supplement amend or modify this Agreement agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Holders hereunder; (b) making such amendments or modifications not inconsistent with this Agreement agreement as may be necessary or desirable with respect to matters or questions which, in the mutual opinion of the Trust, TCPL board of directors of each of ParentCo and the Exchange Trustee Corporation and their respective in the opinion of the Trustee, relying upon its counsel, having in mind the best interests of the Holders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee, relying on its counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Holders as a whole; (c) making such changes or corrections which, on the advice of counsel to the TrustCorporation, TCPL ParentCo and the Exchange Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that each of the TrustTrustee and, TCPL and their respective relying on its counsel, and the Exchange Trustee based on board of directors of each of the opinion of Counsel, Corporation and ParentCo shall be of the opinion that such changes or corrections shall will not be prejudicial to the interests of the Holders as a whole; or (d) making any additions to, deletions from or alterations of the provisions of this Agreement which, in the opinion of the Exchange Trustee and its counsel, shall not such changes as may be prejudicial to the interests of the Holders as a whole or which, in the opinion of counsel to the Trust, TCPL and the Exchange Trustee, are necessary or advisable in order appropriate to incorporate, reflect implement or comply with give effect to any legislation the provisions of which apply assignment or assumption made pursuant to the Trust, TCPL, the Exchange Trustee or this AgreementSection 14.8 hereof.

Ministerial Amendments. The Notwithstanding the provisions of Section 11.1, the parties to this Agreement may in writing, at any time and from time to time, without the approval of the HoldersBeneficiaries, amend, supplement amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Holders hereunderBeneficiaries hereunder provided that the board of directors of each of Parent, CallCo and ExchangeCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries; (b) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10; (c) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the mutual good faith opinion of the Trustboard of directors of each of Parent, TCPL CallCo and ExchangeCo and in the Exchange Trustee and their respective counsel, having in mind the best interests opinion of the Holders as a whole, Share Trustee it may be expedient to make;, provided that each such board of directors and the Share Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiaries; or (cd) making such changes or corrections which, on the advice of counsel to the TrustParent, TCPL CallCo, ExchangeCo and the Exchange Share Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that each such board of the Trust, TCPL and their respective counsel, directors and the Exchange Share Trustee based on the opinion of Counsel, shall be of the good faith opinion that such changes or corrections shall will not be prejudicial to the rights or interests of the Holders as a whole; or (d) making any additions to, deletions from or alterations of the provisions of this Agreement which, in the opinion of the Exchange Trustee and its counsel, shall not be prejudicial to the interests of the Holders as a whole or which, in the opinion of counsel to the Trust, TCPL and the Exchange Trustee, are necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Trust, TCPL, the Exchange Trustee or this AgreementBeneficiaries.

Ministerial Amendments. The Notwithstanding the provisions of Section 11.1, the parties to this Agreement may in writing, at any time and from time to time, without the approval of the HoldersBeneficiaries, amend, supplement amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Holders hereunderBeneficiaries hereunder provided that the board of directors of each of Akerna, Callco and Exchangeco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries; (b) evidencing the succession of Akerna Successors and the covenants of and obligations assumed by each such Akerna Successor in accordance with the provisions of Article 10; (c) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the mutual good faith opinion of the Trustboard of directors of each of Akerna, TCPL Callco and Exchangeco and in the Exchange Trustee and their respective counsel, having in mind the best interests opinion of the Holders as a whole, Trustee it may be expedient to make;, provided that each such board of directors and the Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiaries; or (cd) making such changes or corrections which, on the advice of counsel to the TrustAkerna, TCPL Callco, Exchangeco and the Exchange Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that each such board of the Trust, TCPL and their respective counsel, directors and the Exchange Trustee based on the opinion of Counsel, shall be of the good faith opinion that such changes or corrections shall will not be prejudicial to the rights or interests of the Holders as a whole; or (d) making any additions to, deletions from or alterations of the provisions of this Agreement which, in the opinion of the Exchange Trustee and its counsel, shall not be prejudicial to the interests of the Holders as a whole or which, in the opinion of counsel to the Trust, TCPL and the Exchange Trustee, are necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Trust, TCPL, the Exchange Trustee or this AgreementBeneficiaries.

Ministerial Amendments. The Notwithstanding the provisions of Section 13.1 hereof, the parties to this Agreement agreement may in writing, at any time and from time to time, without the approval of the Holders, amend, supplement amend or modify this Agreement agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Holders hereunder; (b) making such amendments or modifications not inconsistent with this Agreement agreement as may be necessary or desirable with respect to matters or questions which, in the mutual opinion of the Trust, TCPL board of directors of each of ParentCo and the Exchange Trustee Corporation and their respective in the opinion of the Trustee, relying upon its counsel, having in mind the best interests of the Holders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee, relying on its counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Holders as a whole; (c) making such changes or corrections which, on the advice of counsel to the TrustCorporation, TCPL ParentCo and the Exchange Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that each of the TrustTrustee and, TCPL and their respective relying on its counsel, and the Exchange Trustee based on board of directors of each of the opinion of Counsel, Corporation and ParentCo shall be of the opinion that such changes or corrections shall will not be prejudicial to the interests of the Holders as a whole; or (d) making any additions to, deletions from or alterations of the provisions of this Agreement which, in the opinion of the Exchange Trustee and its counsel, shall not such changes as may be prejudicial to the interests of the Holders as a whole or which, in the opinion of counsel to the Trust, TCPL and the Exchange Trustee, are necessary or advisable in order appropriate to incorporate, reflect implement or comply with give effect to any legislation the provisions of which apply assignment or assumption made pursuant to the Trust, TCPL, the Exchange Trustee or this AgreementSection 15.8 hereof.

Ministerial Amendments. The Notwithstanding the provisions of Section 11.1, the parties to this Agreement may in writing, at any time and from time to time, without the approval of the HoldersBeneficiaries, amend, supplement amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Holders hereunderBeneficiaries hereunder provided that the board of directors of each of Vail, Callco and Exchangeco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries; (b) evidencing the succession of Vail Successors and the covenants of and obligations assumed by each such Vail Successor in accordance with the provisions of Article 10; (c) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the mutual good faith opinion of the Trustboard of directors of each of Vail, TCPL Callco and Exchangeco and in the Exchange Trustee and their respective counsel, having in mind the best interests opinion of the Holders as a whole, Trustee it may be expedient to make;, provided that each such board of directors and the Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the Beneficiaries; or (cd) making such changes or corrections which, on the advice of counsel to the TrustVail, TCPL Callco, Exchangeco and the Exchange Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that each such board of the Trust, TCPL and their respective counsel, directors and the Exchange Trustee based on the opinion of Counsel, shall be of the good faith opinion that such changes or corrections shall will not be prejudicial to the rights or interests of the Holders as a whole; or (d) making any additions to, deletions from or alterations of the provisions of this Agreement which, in the opinion of the Exchange Trustee and its counsel, shall not be prejudicial to the interests of the Holders as a whole or which, in the opinion of counsel to the Trust, TCPL and the Exchange Trustee, are necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Trust, TCPL, the Exchange Trustee or this AgreementBeneficiaries.