TEXTUAL CHANGES Sample Clauses

TEXTUAL CHANGES. The following changes are made to the text of Article 2 of the Stock Purchase Agreement: (a) Section 2.02(d) of the Stock Purchase Agreement is hereby amended to read in its entirety as follows: “the Seller Parties shall deliver to Purchaser an amount equal to $4,000,000, by depositing such amount in certain bank accounts of the Company as designated by the Purchaser in consultation with the Company, and shall provide reasonable written or telephonic confirmation immediately prior to the Closing as to the amount of the funds held in such accounts.” (b) Section 2.03 of the Stock Purchase Agreement is hereby amended to read in its entirety as follows: (a) Notwithstanding the provisions of Section 2.02, Purchaser shall cause INI to deliver to the Escrow Agent a portion of the Closing Cash Payment otherwise deliverable to Sellers pursuant to Section 1.02(a) equal to the sum of Ten Million Dollars ($10,000,000) (the “Working Capital Escrow Amount”), to secure only Sellers’ obligation for the Working Capital adjustment described in Section 2.04. In addition, at the Closing, Purchaser shall cause INI to deliver to the Escrow Agent, on behalf of Sellers, the Unsecured Notes in the original issue amount, to be held in escrow as provided below, and the Common Stock received upon the conversion of the Unsecured Notes and the proceeds of the sale of the Common Stock issuable upon conversion pursuant to paragraph (c) below will be referred to herein as the “Escrow Amount”. (b) The Working Capital Escrow Amount and the Escrow Amount shall be held in escrow (the “Escrow”) in accordance with the terms of an escrow agreement to be mutually agreed upon by the Parties (the “Escrow Agreement”). Any amount remaining of the Working Capital Escrow Amount after settlement of the Working Capital adjustment pursuant to Section 2.04 shall be released to the Sellers’ Representative (as nominee for the account of Trust 1 and for the account of Trust 2) upon such settlement as provided therein; and any amount remaining of the Escrow Amount after settlement of the Seller Parties’ indemnification obligations pursuant to Article 10 and settlement Post-Closing Transaction Bonus obligations pursuant to Section 6.18 (as amended) shall be released to the Sellers’ Representative (as nominee for the account of Trust 1 and for the account of Trust 2) on the date that is twenty four (24) months after the Closing Date or on such later date as is necessary to resolve any disputes with respect to su...
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TEXTUAL CHANGES. The following changes are made to the text of Article 8 of the Stock Purchase Agreement: (a) Section 8.02(j)(xiii) is hereby amended to read in its entirety as follows:
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TEXTUAL CHANGES. 26.1 The Theatre will not make or permit to be made any changes to the text of the Play (including the title of the Play except in the case of translations) without the consent of the Writer, provided that he or she is reasonably available for consultation. If it is not possible to submit to the Writer in person a proposal for a change in the text, the Theatre shall submit the proposal to the Agent (if any) whose response shall not be unreasonably delayed. 26.2 Any changes in the manuscript, presentation or performance of the Play made by any person will be deemed to be a part of the Play and the copyright in such changes will belong (as far as the same constitutes intellectual property) to the Writer and the Writer will not be required to pay any person suggesting or making such changes unless the Writer has entered into a legally binding agreement to do so. 26.3 The Theatre may at all times require the Writer to make such changes to the Play as are necessary to avoid involving the Theatre in legal action after meaningful consultation with the Writer (including as to the means of preserving the Play’s textual integrity) and after legal advice from suitably qualified lawyers taken by the Theatre and disclosed to the Writer. 26.4 The Writer will not refuse to make the changes referred to at clause 26.3 without having reasonable grounds for so refusing and disclosing such grounds to the Theatre. If the Writer does not make the changes referred to in clause 26.3, following consultation and legal advice as specified in 26.3, the Theatre may require the Writer to repay to the Theatre all sums under clauses 3, 4 and 5 or (in the case of a non-commisioned Play only) 6 of this Agreement. Subject to the repayment in full of all such sums, the rights in the Play under this Agreement shall revert to the Writer.
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TEXTUAL CHANGES. 3.1 Amendments to the collective labour agreement Removing any references to Trade Union Unio from the collective labour agreement and implementing other changes necessary due to the change of parties. Implementing changes of technical nature (“or in other companies”) in the collective labour agreement and the pay increase protocol.
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TEXTUAL CHANGES. The reference in the preamble of the Stock Purchase Agreement to “The Xxxx Xxxxxxxx Trust, established April 18, 2002” shall be replaced in its entirety by “Xxxxxxxx Trust, created on April 16, 2002”. The reference in the preamble of the Stock Purchase Agreement to “The Xxxxxx X. Xxxxx Trust, established November 6, 2001” shall be replaced in its entirety by “Xxxxxx X. Xxxxx Trust Agreement”.
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TEXTUAL CHANGES. The following changes are made to the text of Article 1 of the Stock Purchase Agreement: (a) Section 1.02(a)(i) of the Stock Purchase Agreement is hereby amended to delete “Three Hundred Fifty Million Dollars ($350,000,000)” and to insert in its place “One Hundred Fifty Million Dollars ($150,000,000)”. (b) Section 1.02(b) of the Stock Purchase Agreement is hereby amended to read in its entirety as follows: “By delivery at the Closing, subject to Section 2.03(a), of: (i) two unsecured exchangeable subordinated promissory notes, issued by Interactive Network, Inc., a Nevada corporation and wholly owned subsidiary of Purchaser (“INI”), and payable to the respective Sellers in the respective amounts set forth on Schedule 1.02(a) and in the aggregate original principal amount of One Hundred Seventy Million Dollars ($170,000,000) in form and substance similar to the form attached hereto as Schedule 1.02(b)(i) (each, an “Unsecured Note” and together, the “Unsecured Notes”); (ii) secured subordinated promissory notes, issued by INI, payable to the respective Sellers in the respective amounts set forth on Schedule 1.02(a) and in the aggregate original principal amount of Eighty Million Dollars ($80,000,000) in form and substance similar to the form attached hereto as Schedule 1.02(b)(ii) (each, a “Second Lien Note” and together, the “Second Lien Notes”); and (iii) secured promissory notes, issued by INI, payable to the respective Sellers in the respective amounts set forth on Schedule 1.02(a) and in the aggregate original principal amount of One Hundred and Three Million and Ninety Two Thousand Seven Hundred and Eighty Four Dollars ($103,092,784) in form and substance similar to the form attached hereto as Schedule 1.02(b)(iii) (each, a “First Lien Note” and together, the “First Lien Notes”). The Unsecured Notes, the Second Lien Notes and the First Lien Notes are sometimes singularly referred to herein as a “Note” and collectively referred to herein as the “Notes”. Upon the Closing, each Seller shall evidence receipt of their respective portions of the Purchase Price and Closing Cash Payment, as listed in Schedule 1.02(a), by executing and delivering to Purchaser a receipt in form and substance similar to the form attached hereto as Schedule 1.02(b)(iv).” (c) Section 1.02(c) of the Stock Purchase Agreement is hereby amended to add the words “or Working Capital Escrow Amount” after the words “Escrow Amount” in line three thereof. (d) Section 1.04 of the Stock Purcha...
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TEXTUAL CHANGES. The following changes are made to the text of Article 3 of the Stock Purchase Agreement: (a) Section 3.09(c) of the Stock Purchase Agreement is hereby amended to read in its entirety as follows: “Except as set forth on Schedule 3.09(c), each of the Company and its Subsidiaries is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or similar Contract. Each of the Company and its Subsidiaries is not a party to any joint venture, partnership, or other arrangement or contract which could be treated as a partnership or “disregarded entity” for United States federal income tax purposes.” (b) Article 3 of the Stock Purchase Agreement is hereby amended to include a new Section 3.35 which shall read in its entirety as follows:
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TEXTUAL CHANGES. 7.1 The Licensee will not make or permit to be made any changes to the text of the Play (including the title of the Play except in the case of Translations) without the consent of the Writer (not to be unreasonably withheld), provided that the Writer is reasonably available for consultation. If it is not possible to submit to the Writer in person a proposal for a change in the text, the Licensee shall submit the proposal to the Agent (if any) and provide the Agent with 3 days to respond. 7.2 Any changes in the manuscript, presentation or performance of the Play made by any person will be deemed to be a part of the Play and the copyright in such changes will belong (as far as the same constitutes intellectual property) to the Writer and the Writer will not be required to pay or credit any person suggesting or making such changes unless the Writer has entered into a legally binding agreement to do so. 7.3 The Licensee may at all times require the Writer to make such changes to the Play as are necessary to avoid involving the Licensee in legal action after meaningful consultation with the Writer (including as to the means of preserving the Play’s textual integrity) and after legal advice from suitably qualified lawyers taken by the Licensee and disclosed to the Writer. 7.4 The Writer will not refuse to make the changes referred to in clause 7.3 without having reasonable grounds for refusing to make the requested changes and disclosing such grounds to the Licensee. If the Writer does not make the changes referred to in clause 7.3, following consultation and legal advice as specified in 7.3, the Licensee may require the Writer to repay to the Licensee the Fee under clause 3. Subject to the repayment in full of the Fee, the rights in the Play under this Agreement shall revert to the Writer. 7.5 The Licensee will not be held responsible for changes to the text or mistakes made by performers during filming of the Recording.
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TEXTUAL CHANGES. The texts of the collective agreement remain unchanged, with the exception of the following changes:
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Related to TEXTUAL CHANGES

  • Fee Changes On each anniversary date of this Agreement (determined from the “Effective Date” for each Fund as set forth on Appendix IV), the base and/or minimum fees enumerated in Appendix IV attached hereto, may be increased by the change in the Consumer Price Index for the Northeast region (the “CPI”) for the twelve-month period ending with the month preceding such annual anniversary date. Any CPI increases not charged in any given year may be included in prospective CPI fee increases in future years. GFS Agrees to provide the Board prior written notice of any CPI increase.

  • Changes Contractor shall make no changes in the work or perform any additional work without the County’s specific written approval.

  • Shift Changes When an employee is assigned to a specific shift and that assignment is changed, the employee shall be given seven (7) calendar days’ notice prior to the change.

  • Minor Changes Within Sale Area, minor adjustments may be made in boundaries of cutting units or in the timber individually Marked for cutting when ac- ceptable to Purchaser and Forest Service.

  • Room Changes No changes in room assignment will be based upon age, race, religion, national origin, disability, sexual orientation, and online profiles except as needed to provide a reasonable accommodation to residents with eligible disabilities registered with the College Office of Counseling and Disability Services. Room change may only be made with the written approval of College Housing and is dependent upon space availability, timing of the request, and grounds for transfer. Residents who receive approval for a room change may be charged a room change fee as shown on the College Housing website, which will be posted to Resident’s account. Room changes that are not authorized by College Housing will result in a fine as shown on the College Housing website, which will be posted to Resident’s account.

  • Contract Changes Changes may not be made in the terms and conditions of this contract without the agreement and written permission of the Director of Residence Life or the Director’s designee.

  • Interim Changes Since the date of its balance sheets, except as set forth in Exhibit C, there have been no (1) changes in financial condition, assets, liabilities or business of Amalgamated which, in the aggregate, have been materially adverse; (2) damages, destruction or losses of or to property of Amalgamated, payments of any dividend or other distribution in respect of any class of stock of Amalgamated, or any direct or indirect redemption, purchase or other acquisition of any class of any such stock; or (3) increases paid or agreed to in the compensation, retirement benefits or other commitments to its employees.

  • Service Changes PBI may modify its Service by giving written notice to you (a “Service Change Notice”), which will state whether the change is material. After receiving a Service Change Notice, if the change is material, you may terminate Service by giving us a termination notice at the address indicated in Section 21 or you may create a case at xxxxxxxxxxx.xxx/xx/xxxxxxx-xx.xxxx (follow the instructions under “how to create a case”).

  • Contractor Changes The Contractor shall notify DAS in writing no later than ten (10) Days from the effective date of any change in: a. its certificate of incorporation or other organizational document; b. more than a controlling interest in the ownership of the Contractor; or c. the individual(s) in charge of the Performance. This change shall not relieve the Contractor of any responsibility for the accuracy and completeness of the Performance. DAS, after receiving written notice by the Contractor of any such change, may require such agreements, releases and other instruments evidencing, to DAS’s satisfaction, that any individuals retiring or otherwise separating from the Contractor have been compensated in full or that provision has been made for compensation in full, for all work performed under terms of the Contract. The Contractor shall deliver such documents to DAS in accordance with the terms of DAS’s written request. DAS may also require, and the Contractor shall deliver, a financial statement showing that solvency of the Contractor is maintained. The death of any Contractor Party, as applicable, shall not release the Contractor from the obligation to Perform under the Contract; the surviving Contractor Parties, as appropriate, must continue to Perform under the Contract until Performance is fully completed.

  • Changes to Specifications All Specifications and any changes thereto agreed to by the parties from time to time shall be in writing, dated and signed by the parties. Any change to the Process shall be deemed a Specification change. No change in the Specifications shall be implemented by Catalent, whether requested by Client or requested or required by any Regulatory Authority, until the parties have agreed in writing to such change, the implementation date of such change, and any increase or decrease in costs, expenses or fees associated with such change (including any change to Unit Pricing). Catalent shall respond promptly to any request made by Client for a change in the Specifications, and both parties shall use commercially reasonable, good faith efforts to agree to the terms of such change in a timely manner. As soon as possible after a request is made for any change in Specifications, Catalent shall notify Client of the costs associated with such change and shall provide such supporting documentation as Client may reasonably require. Client shall pay all costs associated with such agreed upon changes. If there is a conflict between the terms of this Agreement and the terms of the Specifications, this Agreement shall control. Catalent reserves the right to postpone effecting changes to the Specifications until such time as the parties agree to and execute the required written amendment.

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