Amendments to Purchase Agreement. The parties agree that the Purchase Agreement shall be amended, solely with respect to the Mortgage Loans, as follows:
Amendments to Purchase Agreement. The Purchase Agreement is hereby amended as follows:
Amendments to Purchase Agreement. Section 5.3 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
Amendments to Purchase Agreement. Effective as of the Effective Date:
(a) Section 2.1.1 of the Purchase Agreement is amended and restated to read in its entirety as follows:
2.1.1 A cash payment of Thirty Million Dollars (USD $30,000,000) (the “Closing Cash Consideration”), which shall be wired to the Sellers in accordance with wire instructions provided by the Sellers to the Purchaser at the Closing, less any amount of the Allocated Closing Cash Portion (as defined in Section 2.1(c), below), which shall be paid as described in Section 2.7, below.”
(b) A new Section 2.1(c) of the Purchase Agreement is added to read in its entirety as follows:
(c) Payment of a Portion of the Closing Cash Consideration by way of the Allocated Closing Cash Portion.
(i) A total of up to Twenty Million dollars (USD$20,000,000) of the Closing Cash Consideration may be paid to the Sellers by the Purchaser, after Closing pursuant to Section 2.7 hereof, and may be paid solely from the Aggregate Required Closing Cash that the Companies are required to have at Closing pursuant to Section 3.30 hereof, as long as the Aggregate Required Closing Cash, after the payment thereof to Sellers, will not leave any Company insolvent or with inadequate cash to pay its debts, bills, and other liabilities as they become due, in the ordinary course of business. ________ 1 xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1437925/000147793223004933/gmgi_ex22.htm
(ii) The applicable portion of the Closing Cash Consideration allocated to the Closing Cash Consideration by the Parties as discussed below, is defined as the “Allocated Closing Cash Portion.” The Allocated Closing Cash Portion shall be deemed a part of the Closing Cash Consideration, and shall decrease proportionately the amount of cash payable by the Purchaser to the Sellers at Closing, with the remaining amount thereof payable pursuant to Section 2.7 hereof.
(iii) The Purchaser shall provide the Sellers written notice of the portion of the Aggregate Required Closing Cash which it proposes to allocate to the Closing Cash Consideration (the “Requested Allocated Closing Cash Portion”) at least ten (10) days prior to the date on which Purchaser in good faith expects all of the conditions to Closing as set forth herein to have occurred (the “Expected Closing Date”). (To be clear, such notice will specify both the Requested Allocated Closing Cash Portion and the Expected Closing Date.) The Sellers shall then have ten (10) days to either (a) accept the Purchaser’s Requested Allocated Closi...
Amendments to Purchase Agreement. The Purchase Agreement is hereby amended as follows:
(a) The definition of “Optional Prepayment Amount” in Section 1.1 of the Purchase Agreement is hereby deleted in its entirety.
(b) The last sentence of Section 2.9(j) of the Purchase Agreement is hereby deleted in its entirety and substituted by the following: “Notwithstanding anything herein to the contrary, in no event shall the Issuance Period extend beyond the second Trading Day prior to the Maturity Date (the “Final Issuance Date”).”
Amendments to Purchase Agreement. The Borrower shall not amend the Purchase Agreement without the prior written consent of the Lenders.
Amendments to Purchase Agreement. The Purchase Agreement shall, effective as of the Effective Date, be amended in the manner provided in this Section 1.
Amendments to Purchase Agreement. 2.1 Section 12.1 of the Purchase Agreement is hereby amended by adding the following definition:
Amendments to Purchase Agreement. Section 1.1. Section 11.2
Amendments to Purchase Agreement. The Purchase Agreement is hereby amended as follows:
a. End of the Inspection Period. Seller and Purchaser agree Section 1.7 of the Purchase Agreement shall be amended to read as follows: End of the Inspection Period shall mean 5:00 p.m. New Jersey time on July 2, 2014.