Purpose of Amended Agreement Sample Clauses

Purpose of Amended Agreement. In connection with the Purchase, AMD and Vantis have agreed to amend and restate, in this Agreement, the Wafer Fabrication Agreement between them dated as of September 27, 1997, as amended, to be effective as of the Closing Date (as defined in the Purchase Agreement), so as to assure that during the term of this Agreement AMD will continue to provide to Vantis, for the benefit of Lattice, wafer fabrication services following the Closing (as defined in the Purchase Agreement).
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Purpose of Amended Agreement. Unless otherwise stated to the contrary, all capitalized terms used herein shall have the meaning given such term in the Original Agreement. The Company granted to Grantee an Option to purchase shares of the Company’s Common Stock pursuant to the Original Agreement. The number of Option Shares outstanding and unexercised by Grantee under the Original Agreement which are subject to this Amended Agreement is set forth below. The Company and Grantee hereby agree to enter into this Amended Agreement in order to correct the Exercise Price of the Option only as to the outstanding and unexercised Option Shares specified below. This Amended Agreement is entered into pursuant to Section 409A of the Internal Revenue Code (“Section 409A”), and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation, any such regulations or guidance that may be issued after the Amended Agreement Date, with the intent that the Option, as amended by this Amended Agreement, shall not be subject to taxation under Section 409A.
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Purpose of Amended Agreement. This Amended Agreement has been entered into by the City to provide financing for the Block 85 Project, an approved project within the Lincoln Center Redevelopment Plan. Executed by City this day of , 2012. CITY OF LINCOLN, NEBRASKA ATTEST: a municipal corporation By: City Clerk Xxxxx Xxxxxxx, Mayor of Lincoln STATE OF NEBRASKA ) ) ss. COUNTY OF LANCASTER ) The foregoing instrument was acknowledged before me this day of , 20 , by Xxxxx Xxxxxxx, Mayor of the City of Lincoln, Nebraska, a municipal corporation, on behalf of the municipal corporation. (Seal) Notary Public Executed by Block 85 this day of , 201 . “Block 85” BLOCK 85, LLC, a Nebraska limited liability company By: Xxxxxx X. Xxxxx, Co-Manager By: Xxxxxxx X. Xxxxx, Co-Manager STATE OF NEBRASKA ) ) ss. COUNTY OF LANCASTER ) The foregoing instrument was acknowledged before me this day of , 20_, by Xxxxxx X. Xxxxx, as Co-Manager of the BLOCK 85, LLC, a Nebraska limited liability company, on behalf of the limited liability company. (Seal) Notary Public STATE OF NEBRASKA ) ) ss. COUNTY OF LANCASTER ) The foregoing instrument was acknowledged before me this day of , 20_, by Xxxxxxx X. Xxxxx, as Co-Manager of the BLOCK 85, LLC, a Nebraska limited liability company, on behalf of the limited liability company. (Seal) Notary Public Executed by Booth Fishery this day of , 201 . BOOTH FISHERY, LLC, a Nebraska limited liability company By: WRK Real Estate, LLC, a Nebraska limited liability company, as Manager of Booth Fishery, LLC By: WRK, L.L.C., a Nebraska limited liability company, as Member and Manager of WRK Real Estate, LLC By: Xxxxxx X. Xxxxx, as Co- Manager of WRK, L.L.C. By: Xxxxxxx X. Xxxxx, as Co- Manager of WRK, L.L.C. By: South Haymarket Investments, LLC, a Nebraska limited liability company, as a Member of Booth Fishery, LLC By: Xxxxxxxx X. Xxxxxx, as a Member of South Haymarket Investments, LLC By: Xxxxxx Xxxxxxxxx, as Manager and Member of South Haymarket Investments, LLC By: Lot One, LLC, a Nebraska limited liability company, as a Member of Booth Fishery, LLC By: Xxxxxx X. Xxxxx, as Manager of Lot One, LLC By: Xxxxxxx X. Xxxxx, as Manager of Xxx Xxx, XXX XXXXX XX XXXXXXXX ) ) ss. COUNTY OF LANCASTER ) The foregoing instrument was acknowledged before me this day of , 201 , Xxxxxx X. Xxxxx, as Co- Manager of WRK, L.L.C., a Nebraska limited liability company, as Member and Manager of WRK Real Estate, LLC, a Nebraska limited liability company, as Manager of the BOOTH FISHERY, LLC, a Nebraska limite...
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Related to Purpose of Amended Agreement

  • Term of Agreement; Amendment This Agreement shall become effective as of the date first written above and will continue in effect for a period of three (3) years. This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Trust, and authorized or approved by the Board of Trustees.

  • Amended and Restated Agreement This Agreement amends, restates, supercedes and replaces in its entirety the Existing Loan Agreement. As a condition to the effectiveness hereof, the Existing Borrower, on behalf of its relevant fund series, shall have paid to the Bank the aggregate principal amount of all loans, and all accrued and unpaid interest, if any, outstanding under the Existing Loan Agreement through the date hereof. If the foregoing satisfactorily sets forth the terms and conditions of the Committed Line, please execute and return to the undersigned each of the Loan Documents and such other documents and agreements as the Bank may request. We are pleased to provide the Committed Line hereunder and look forward to the ongoing development of our relationship. Sincerely, STATE STREET BANK AND TRUST COMPANY, as Bank By: Name: Title: Acknowledged and Accepted: EACH OF THE BORROWERS LISTED ON APPENDIX I HERETO , for itself or on behalf of each of its respective portfolio series listed on Appendix I hereto severally and not jointly By: Name: Title: Acknowledged: STATE STREET BANK AND TRUST COMPANY, as Custodian By: Name: Title: APPENDIX I FUNDS AND BORROWING PERCENTAGES Name Borrowing Percentage Baron Investment Funds Trust, on behalf of each of: Baron Asset Fund 5.00 % Baron Growth Fund 5.00 % Baron Small Cap Fund 5.00 % Baron Opportunity Fund 5.00 % Baron Fifth Avenue Growth Fund 5.00 % Baron Discovery Fund 5.00 % Baron Durable Advantage Fund 5.00 % Baron Select Funds, on behalf of each of: Baron Focused Growth Fund 5.00 % Baron International Growth Fund 5.00 % Baron Real Estate Fund 5.00 % Baron Emerging Markets Fund 5.00 % Baron Global Advantage Fund 5.00 % Baron Real Estate Income Fund 5.00 % Baron Health Care Fund 5.00 % Baron WealthBuilder Fund 5.00 % Baron FinTech Fund 5.00 % Baron New Asia Fund 5.00 % Baron Technology Fund 5.00 % EXHIBIT A PROMISSORY NOTE $200,000,000.00 [Date] For value received, each of the undersigned hereby severally (and not jointly) promises to pay to STATE STREET BANK AND TRUST COMPANY (the “Bank”), or order, at the office of the Bank at Oxx XxxxxxxXxxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx 0000000000 in immediately available United States dollars, the principal amount of TWO HUNDRED MILLION DOLLARS ($200,000,000.00), or such lesser original principal amount as shall be outstanding hereunder and not have been prepaid as provided herein, together with interest thereon as provided below. Each Loan shall be payable upon the earliest to occur of (a) 60 calendar days following the date on which such Loan is made, (b) the Expiration Date, or (c) the date on which such Loan otherwise becomes due and payable under the terms of the Loan Agreement referred to below, whether following the occurrence of an Event of Default or otherwise. Interest on the unpaid principal amount outstanding hereunder shall be payable at the rates and at the times as set forth in the Loan Agreement and shall be computed as set forth in the Loan Agreement. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed, including holidays or other days on which the Bank is not open for the conduct of banking business. All Loans hereunder and all payments on account of principal and interest hereof shall be recorded by the Bank. The entries on the records of the Bank (including any appearing on this Note), absent manifest error, shall govern and control as to amounts outstanding hereunder, provided that the failure by the Bank to make any such entry shall not affect the obligation of the undersigned to make payments of principal and interest on all Loans as provided herein and in the Loan Agreement. Following the occurrence of a Default or an Event of Default with respect to any Fund, unpaid principal on any Loan to such Fund, and to the extent permitted by applicable law, unpaid interest on any Loan to such Fund, shall thereafter bear interest, compounded monthly and be payable on demand, until paid in full (after as well as before judgment) at a rate per annum equal to two percent (2%) above the rate otherwise applicable to such Loan under the Loan Agreement. This Note is issued pursuant to, and entitled to the benefits of, and is subject to, the provisions of a certain letter agreement dated January 28, 2015 by and among the undersigned and the Bank (herein, as the same may from time to time be amended, restated, supplemented, modified or extended, referred to as the “Loan Agreement”), but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the undersigned makers of this Note to pay the principal of and interest on this Note as herein provided. All terms not otherwise defined herein shall be used as defined in the Loan Agreement. Any of the undersigned may at its option prepay all or any part of the principal of this Note subject to the terms of the Loan Agreement. Amounts prepaid may be reborrowed subject to the terms of the Loan Agreement. Each of the undersigned makers and every endorser and guarantor hereof hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement hereof and consents that this Note may be extended from time to time and that no such extension or other indulgence, and no substitution, release or surrender of collateral and no discharge or release of any other party primarily or secondarily liable hereon, shall discharge or otherwise affect the liability of any of the undersigned or any such endorser or guarantor. No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder, and a waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. This instrument shall have the effect of an instrument executed under seal and shall be governed by and construed in accordance with the laws of The State of New York (without giving effect to any conflicts of laws provisions contained therein).

  • Termination and Amendment of Agreement The Corporation and the Custodian mutually may agree from time to time in writing to amend, to add to, or to delete from any provision of this Agreement. The Custodian may terminate this Agreement by giving the Corporation ninety days' written notice of such termination by registered mail addressed to the Corporation at its principal place of business. The Corporation may terminate this Agreement at any time by written notice thereof delivered, together with a copy of the resolution of the Board of Directors authorizing such termination and certified by the Secretary of the Corporation, by registered mail to the Custodian. Upon such termination of this Agreement, assets of the Corporation held by the Custodian shall be delivered by the Custodian to a successor custodian, if one has been appointed by the Corporation, upon receipt by the Custodian of a copy of the resolution of the Board of Directors of the Corporation certified by the Secretary, showing appointment of the successor custodian, and provided that such successor custodian is a bank or trust company, organized under the laws of the United States or of any State of the United States, having not less than two million dollars aggregate capital, surplus and undivided profits. Upon the termination of this Agreement as a part of the transfer of assets, either to a successor custodian or otherwise, the Custodian will deliver securities held by it hereunder, when so authorized and directed by resolution of the Board of Directors of the Corporation, to a duly appointed agent of the successor custodian or to the appropriate transfer agents for transfer of registration and delivery as directed. Delivery of assets on termination of this Agreement shall be effected in a reasonable, expeditious and orderly manner; and in order to accomplish an orderly transition from the Custodian to the successor custodian, the Custodian shall continue to act as such under this Agreement as to assets in its possession or control. Termination as to each security shall become effective upon delivery to the successor custodian, its agent, or to a transfer agent for a specific security for the account of the successor custodian, and such delivery shall constitute effective delivery by the Custodian to the successor under this Agreement. In addition to the means of termination herein before authorized, this Agreement may be terminated at any time by the vote of a majority of the outstanding shares of the Corporation and after written notice of such action to the Custodian.

  • 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 February 3, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Amendment to Loan Agreement Subject to satisfaction of the conditions precedent set forth in Section 3 below, the Loan Agreement is hereby amended as follows:

  • Amendment of Agreement This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows:

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