Purchase Agreement Amendments Sample Clauses

Purchase Agreement Amendments. The Lender shall be satisfied that none of the amendments to the Purchase Agreement delivered pursuant to Section 4.1 could reasonably be expected to result in any material increase in the Lender's obligations or material diminution in the Lender's rights hereunder or under any other Operative Agreements.

Purchase Agreement Amendments. The Seller and the Buyer agree to further amend the Agreement as follows: The provisions of Clause 3.2 of the Agreement are deleted in their entirety and replaced with the following quoted provisions: QUOTE ** UNQUOTE

Purchase Agreement Amendments. The Parties hereby amend the Purchase Agreement as follows:

Purchase Agreement Amendments. The Purchase Agreement is hereby amended by: (a) deleting the words "the Buyer" in the eighteenth line of Section 3 and inserting the following in lieu thereof: "Fortress CAP; and (v) an assignment and assumption of membership interests substantially in the form of Exhibit D, executed by each of the Seller, the Buyer and Fortress CAP"; (b) deleting the words "; and the Buyer shall deliver to the Seller: (i) the Assignment and Assumption executed by the Buyer; and (ii) the Purchase Price by wire transfer of immediately available funds to an account designated by the Seller" in the last three lines of Section 3; and (c) deleting Exhibits A, B and C and inserting in lieu thereof Exhibits A, B, C and D attached hereto.

Purchase Agreement Amendments. The Section 9.01 of the Purchase Agreement is hereby amended by adding new subsections (y) and (z) which shall read as follows:

Purchase Agreement Amendments. (a) Sections 2.5, 2.8 and 9.7 of the ----------------------------- Purchase Agreement are hereby terminated effective immediately. The parties acknowledge and agree that Baxter shall retain the Pre-Paid European Taxes and shall have no liability to Nexell therefor. (b) The first sentence of Section 9.8 of the Purchase Agreement is hereby replaced with the following: "Beginning as of the Closing Date, Nexell grants to Baxter a royalty-free, limited worldwide license to use the name "Nexell International" in connection with business conducted by Nexell International up to the Closing Date; provided, however, that such use by Baxter shall cease upon ----------------- the earlier of (i) the name change of Nexell International to a name not containing the word "Nexell" or (ii) the latest expiration date of any governmental tenders in effect or pending as of the Closing Date and to which Nexell International is a party . Without limiting the foregoing, Baxter shall in good faith take reasonable steps to cease using such name and shall keep Nexell reasonably informed in connection therewith."

Purchase Agreement Amendments. Effective as of the Effective Date (as defined below), the Purchase Agreement is hereby amended as follows: (a) The definition of “Early Amortization Event” contained in Section 1.01 of the Purchase Agreement shall be amended as follows: (i) Clause (f) thereof shall be deleted in its entirety and replaced with “[Reserved]”.

Purchase Agreement Amendments. Seller, Acquiror and National Interstate hereby agree that the Purchase Agreement shall be amended as follows: i. Section 7.01(a)(vi) of the Purchase Agreement is hereby amended by deleting such provision in its entirety. ii. Section 7.01(a) of the Purchase Agreement is hereby amended by inserting the following parenthetical immediately after the reference to “Section 338 of the Code” set forth in the second line of subsection (B) of the proviso to such section: “(other than a joint election under Section 338(h)(10) of the Code)”. iii. Section 7.01(g) of the Purchase Agreement is hereby amended by deleting such section in its entirety and inserting the following in lieu thereof: “Reserved”. iv. Section 7.01(h) of the Purchase Agreement is hereby amended by deleting such provision in its entirety. v. Section 7.02(a) of the Purchase Agreement is hereby amended by deleting the last sentence of such section in its entirety. vi. Section 7.02(d) of the Purchase Agreement is hereby amended by deleting such section in its entirety.

Purchase Agreement Amendments. Without the prior written consent of the Administrative Agent, the Borrowers shall not amend or otherwise modify the Purchase Agreements.

Purchase Agreement Amendments. Effective as of the Effective Time, the Purchase Agreement shall be further amended as provided in this Section 3. Section 1.1 of the Purchase Agreement is hereby amended by adding thereto the following definitions: