Note Agreement Amendment Sample Clauses

Note Agreement Amendment. Subject to the satisfaction of the conditions to effectiveness set forth in Article IV below, the Credit Parties and the Purchasers each agree as follows:
Sample 1
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Note Agreement Amendment. The Company shall use commercially reasonable efforts to amend the Note Agreement following the Effective Date to the extent necessary to cause the negative covenants (and related definitions) therein to be consistent with the applicable covenants set forth in Article VIII (and related definitions) and otherwise reasonably satisfactory to the Administrative Agent; provided that, until the earlier to occur of (a) delivery of such evidence and (b) the payment in full in cash of all outstanding Senior Notes and the termination of the Note Agreement, the applicable covenants set forth in Article VIII (and related definitions) shall be deemed to conform to the applicable covenants set forth in Article VIII (and related definitions) of the Existing Credit Agreement (without giving effect to the termination thereof).
Sample 1
Note Agreement Amendment. Subject to the satisfaction of the conditions to effectiveness set forth in Article III below, the Credit Parties and the Purchasers each agree as follows: (a) Section 5.2 of the Note Agreement is hereby amended by (i) deleting the reference to “and” at the end of clause (l) thereof, (ii) deleting the period at the end of clause (m) thereof and replacing the same with “; and” and (iii) adding the following clause (n) to the end of such Section: “(n) the disposition by the Issuer of the “Purchased Assets” as defined in, and pursuant to the terms of, that certain Asset Purchase Agreement, as in effect on June 13, 2019, by and between the Issuer as seller, and MiRus LLC, as buyer, dated as of June 13, 2019; provided that such disposition is made for fair market value and the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8(b).” (b) It is hereby agreed and acknowledged that this Agreement constitutes notification by the Issuer to the Purchasers and the Agent of its intent to reinvest all or a portion of the net cash proceeds of the disposition contemplated under that certain Asset Purchase Agreement by and between the Issuer as seller, and MiRus LLC, as buyer, dated as of June 13, 2019 (the “Mirus Sale Agreement”) in accordance with Section 1.8(b) of the Note Agreement. (c) The Purchasers hereby agree and acknowledge that, for the avoidance of doubt, the sublease contemplated under the Mirus Sale Agreement is acceptable and is hereby permitted under the Note Agreement.
Sample 1
Note Agreement Amendment. The Company shall, within 30 days after the Effective Date, deliver evidence to the Administrative Agent and the Lenders that the negative covenants in the Note Agreement (and related definitions) have been amended in a manner consistent with the applicable covenants set forth in Article VIII (and related definitions) and otherwise reasonably satisfactory to the Administrative Agent; provided that if the Company does not deliver such evidence within such 30-day period, the applicable covenants set forth in Article VIII (and related definitions) shall thereafter be deemed to be amended automatically to conform to the applicable covenants set forth in Article VIII (and related definitions) of the Existing Credit Agreement (without giving effect to the termination thereof) until the Company delivers such evidence.
Sample 1
Note Agreement Amendment. Subject to the satisfaction of the condition to effectiveness set forth in Article III below, the Credit Parties and the Purchasers each agree as follows: (a) Section 4.1(a) of the Note Agreement is hereby amended by amending and restating such provision in its entirety as follows: (a) as soon as available, but not later than (i) one hundred and fifty (150) days after the end of the Fiscal Year ended December 31, 2016, and (ii) one hundred and twenty (120) days after the end of each Fiscal Year ending thereafter (or in the case of the Fiscal Year ended December 31, 2018, one hundred and fifty-one (151) days after the end of such Fiscal Year), a copy of the audited consolidated balance sheets of Holdings and each of its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year (or, at the Issuer’s election (x) for the Fiscal Year ending December 31, 2016, the portion of such Fiscal Year from the Original Closing Date through December 31, 2016 and (y) for the Fiscal Year ending December 31, 2017, the portion of such Fiscal Year from January 1, 2017 through the Restatement Effective Date (which shall not include Spinal Elements and its Subsidiaries) (provided that if the Issuer delivers such audited financial statements without Spinal Elements and its Subsidiaries for the portion of such Fiscal Year from January 1, 2017 through the Restatement Effective Date, then the Issuer shall deliver to the Purchasers a copy of the audited consolidated balance sheets of Holdings and each of its Subsidiaries (which shall include Spinal Elements and each of its Subsidiaries) for the period from the Restatement Effective Date through December 31, 2017 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the period from the Restatement Effective Date through December 31, 2017)), setting forth in each case in comparative form the applicable figures for the previous Fiscal Year (to the extent available (provided that, for the avoidance of doubt, such comparative financial statements shall not be required to include the financial results of Spinal Elements for the period prior to the Restatement Effective Date Merger)), and accompanied by the report of BDO USA, LLP or any “Big Four” or other nationally-recognized independent public accounting firm reasonably acceptable to the Required Purchasers which report shall (i)...
Sample 1
Note Agreement Amendment. On or before the date 20 calendar days after the Closing Date, the Borrower shall cause to be delivered to the Administrative Agent a certified copy of an amendment to the Note Purchase Agreement which, to the Administrative Agent’s reasonable satisfaction, causes the financial covenants and the definitions used therein or in connection therewith to be conformed to the definitions and financial covenants set forth in Sections 1.1 and 8.21 hereof.
Sample 1
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Related to Note Agreement Amendment

  • Agreement Amendment If either party hereto requests to amend this agreement, it shall notify the other party in writing, and the other party shall respond within one week. All amendments of this agreement must be made in writing by both parties, and such amendments shall be deemed as inseverable parts of this agreement.

  • Complete Agreement; Amendment This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements in regard thereto. This Agreement cannot be modified except by an agreement in writing signed by both parties and specifically referring to this Agreement.

  • Credit Agreement Amendments The Credit Agreement is hereby amended as follows:

  • 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.

  • Forbearance Agreement Except as otherwise expressly provided herein, (i) the Forbearance Agreement is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the date hereof (A) all references in the Forbearance Agreement to "this Forbearance Agreement ", "hereto", "hereof", "hereunder" or words of like import referring to the Forbearance Agreement shall mean the Forbearance Agreement as amended and modified by this Amendment, and (B) all references in the Financing Agreement or any other Loan Document to the " Forbearance Agreement ", "thereto", "thereof", "thereunder" or words of like import referring to the Forbearance Agreement shall mean the Forbearance Agreement as amended and modified by this amendment. This Amendment shall be effective only in the specific instances and for the specific purposes set forth herein and does not allow for any other or further departure from the terms and conditions of the Forbearance Agreement or the Financing Agreement which terms and conditions shall remain in full force and effect.

  • AGREEMENT AMENDMENTS This Agreement may be amended at any time by written instrument duly approved by the President or President's designee and accepted by Faculty Member; provided, however, no such written instrument shall be required for any increase in Faculty Member's salary or any improvement to the fringe benefits of Faculty Member's employment, or for promotion in rank, any of which may be accomplished at any time by official action of the Board of Regents of the University of Nebraska (Board) without the necessity for written modification or amendment of this Agreement. This Agreement and Appendix “A” attached hereto constitute the entire agreement between the parties. This Agreement supersedes all previous agreements between or among the parties. There are no agreements, representations or warranties between or among the parties other than those set forth in this Agreement or the documents and agreements referred to in this Agreement.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Exclusive Agreement; Amendment This Agreement supersedes all prior agreements or understandings among the parties with respect to its subject matter with respect thereto and cannot be changed or terminated orally.

  • 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:

  • Term of Agreement; Amendment; Assignment A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval. B. Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Advisor. This Agreement will automatically terminate in the event of its “assignment.” C. As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act. D. Sections 7 and 8 shall survive termination of this Agreement.

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