Allowable Amendments Sample Clauses

The Allowable Amendments clause defines the conditions under which changes or modifications to the agreement are permitted. Typically, this clause specifies who has the authority to propose or approve amendments, the required process for making changes—such as requiring written consent from all parties—and any limitations on what can be amended. Its core practical function is to ensure that any alterations to the contract are made transparently and with mutual agreement, thereby preventing unauthorized or unilateral changes and maintaining the integrity of the original agreement.
Allowable Amendments. In their individual contract negotiations, a player and a Team may amend the provisions of a Uniform Player Contract, but only in the following respects: (a) By agreeing upon provisions (to be set forth in Exhibit 1 to a Uniform Player Contract) setting forth the Compensation to be paid or amounts to be loaned to the player for each Season of the Contract for rendering the services and performing the obligations described in such Contract. (b) By agreeing upon provisions (to be set forth in Exhibit 1 to a Uniform Player Contract) setting forth lump sum bonuses, and the payment date for each such bonus, to be paid as a result of: (i) the player’s execution of a Uniform Player Contract or Extension (a “signing bonus”);
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Allowable Amendments. In their individual contract negotiations, a Veteran Player (but not a Rookie) and a Team may amend the provisions of a Standard Player Contract, but only in the following respects: (a) By agreeing upon provisions (to be set forth in Exhibit 1 to a Standard Player Contract) setting forth the Base Salary to be paid to the player for each Season of the Contract for rendering the services described in such Contract. (b) By agreeing upon provisions (to be set forth in Exhibit 2 to a Standard Player Contract) stating that the Base Salary provided for by the Standard Player Contract shall be, in whole or in part, and subject to any conditions or limitations, protected in the event that the Contract is terminated by the Team by reason of the player’s: (i) lack of skill; (ii) disability or unfitness to play skilled basketball resulting from a basketball-related injury (“basketball-related injury”); (iii) disability or unfitness to play skilled basketball resulting from any injury or illness suffered by the player during a WNBA Season (“in-Season injury or illness”); and/or (iv) disability or unfitness to play skilled basketball resulting from any injury or illness suffered by the player during the term of the Contract (“injury or illness”); provided, however, that no Team, at any one time, may be a party to, or have any obligations to pay Base Salary under, more than six (6) Player Contracts that contain Base Salary protection of any kind during the then-current or any future Season. For purposes of the preceding sentence (i) any outstanding Offer Sheet that provides for Base Salary protection of any kind shall count against the per-team limit of six
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Allowable Amendments. In their individual contract negotiations, a player and a Team may amend the provisions of a Uniform Player Contract, but only in the following respects: (a) By agreeing upon provisions (to be set forth in Exhibit 1 to a Uniform Player Contract) setting forth the Cash Compensation to be paid or amounts to be loaned to the player for each Season of the Contract for rendering the services described in such Contract. (b) By agreeing upon provisions (to be set forth in Exhibit 1 to a Uniform Player Contract) setting forth the Non-Cash Compensation to be paid or provided to the player for rendering the services described in such Contract. (c) By agreeing upon provisions (to be set forth in Exhibit 1 to a Uniform Player Contract) setting forth lump sum bonuses, and the payment schedule therefore, to be paid as a result of: (i) the player’s execution of a Uniform Player Contract or Extension (a “signing bonus”), (ii) the exercise or non- exercise of an option pursuant to Articles VII and XII, (iii) the player’s achievement of agreed-upon benchmarks relating to his performance as a player or the Team’s performance during a particular NBA Season, subject to the limitations imposed by paragraph 3(c) of the Uniform Player Contract, or (iv) the player’s achievement of agreed- upon benchmarks relating to his physical condition or academic achievement, including the player’s attendance at and participation in an off-season summer league and/or an off-season skill and conditioning program designated by the Team (subject to the limitations imposed by Section 11(h) below). Any amendment agreed upon pursuant to subsections (iii) or (iv) of this subsection (c) must be structured so as to provide an incentive for positive achievement by the player and/or the Team; and any amendment agreed upon pursuant to subsection (iii) must be based upon specific numerical benchmarks or generally recognized league honors. By way of example and not limitation, an amendment agreed upon pursuant to subsection (iii) may provide for the player to receive a bonus if his free- throw percentage exceeds 80%, but may not provide for the player to receive a bonus if his free-throw percentage improves over his previous season’s percentage. (d) By agreeing upon provisions (to be set forth in Exhibit 1 to a Uniform Player Contract) with respect to extra promotional appearances to be performed by the player (in addition to those required by paragraph 13 of such Contract) and the Compensation therefor. (e...
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Allowable Amendments. ‌ In their individual contract negotiations, a Veteran Player (but not a Rookie) and a Team may amend the provisions of a Standard Player Contract, but only in the following respects: (a) By agreeing upon provisions (to be set forth in Exhibit 1 to a Standard Player Contract) setting forth the Base Salary to be paid to the player for each Season of the Contract for rendering the services described in such Contract. (b) By agreeing upon provisions (to be set forth in Exhibit 2 to a Standard Player Contract) stating that the Base Salary provided for by the Standard Player Contract shall be, in whole or in part, and subject to any conditions or limitations, protected in the event that the Contract is terminated by the Team by reason of the player’s: (i) lack of skill; (ii) disability or unfitness to play skilled basketball resulting from a basketball-related injury (“basketball-related injury”); (iii) disability or unfitness to play skilled basketball resulting from any injury or illness suffered by the player during a WNBA Season (“in-Season injury or illness”); and/or
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Allowable Amendments. In their individual contract negotiations, a player and a Team may amend the provisions of a Uniform Player Contract, but only in the following respects: (a) By agreeing upon provisions (to be set forth in Exhibit 1 to a Uniform Player Contract) setting forth the Compensation to be paid or amounts to be loaned to the player for each Season of the Contract for rendering the services and performing the obligations described in such Contract. (b) By agreeing upon provisions (to be set forth in Exhibit 1 to a Uniform Player Contract) setting forth lump sum bonuses, and the payment date for each such bonus, to be paid as a result of: (i) the player’s execution of a Uniform Player Contract or Extension (a “signing bonus”); (ii) the player’s achievement of agreed-upon benchmarks relating to his performance as a player or the Team’s performance during a particular NBA Season, subject to the limitations imposed by Paragraph 3(c) of the Uniform Player Contract and Section 12(d) below; or (iii) the player’s achievement of agreed-upon benchmarks relating to his physical condition or academic achievement (e.
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Allowable Amendments. In their individual contract negotiations, a player and a Team may amend the provisions of a Uniform Player Contract, but only in the following respects: (a) By agreeing upon provisions (to be set forth in Exhibit 1 to a Uniform Player Contract) setting forth the Compensation to be paid or amounts to be loaned to the player for each Season of the Contract for rendering the services and performing the obligations described in such Contract.
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Allowable Amendments. In their individual contract negotiations, a Veteran Player (but not a Rookie) and a Team may amend the provisions of a Standard Player Contract, but only in the following respects: (a) By agreeing upon provisions (to be set forth in Exhibit 1 to a Standard Player Contract) setting forth the Base Salary to be paid to the player for each Season of the Contract for rendering the services described in such Contract. (b) By agreeing upon provisions (to be set forth in Exhibit 2 to a Standard Player Contract) stating that the Base Salary provided for by the Standard Player Contract shall be, in whole or in part, and subject to any conditions or limitations, protected in the event that the Contract is terminated by the Team by reason of the player’s: (i) lack of skill; (ii) disability or unfitness to play skilled basketball resulting from a basketball­related injury (“basketball­related injury”); (iii) disability or unfitness to play skilled basketball resulting from any injury or illness suffered by the player during a WNBA Season (“in­Season injury or illness”); and/or (iv) disability or unfitness to play skilled basketball resulting from any injury or illness suffered by the player during the term of the Contract (“injury or illness”); provided, however, that no Team, at any one time, may be a party to, or have any obligations to pay Base Salary under, more than six (6) Player Contracts that contain Base Salary protection of any kind during the then­current or any future Season. For purposes of the preceding sentence any outstanding Offer Sheet that provides for Base Salary protection of any kind shall count against the per­team limit of six (6) Player Contracts containing Base Salary protection of any kind. (c) By agreeing upon provisions (to be set forth in Exhibit 3 to a Standard Player Contract) limiting or eliminating the player’s right to receive her Base Salary (in accordance with Sections 6(a)(i)(y) and 6(c) of this Article) when the player’s disability or unfitness to play skilled basketball is caused by the re­injury of an injury sustained prior to, or by the aggravation of a condition that existed prior to, the execution of the Standard Player Contract providing for such Base Salary. (d) By agreeing upon provisions (to be set forth in Exhibit 5 to a Standard Player Contract) establishing that the player must report for and submit to a physical examination to be performed by a physician designated by the Team, subject to the provisions of Section 14...
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Related to Allowable Amendments

  • Compensation Program Amendments Each of the Company’s compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to you is hereby amended to the extent necessary to give effect to provisions (1) and (2). For reference, certain affected Benefit Plans are set forth in Appendix A to this letter. In addition, the Company is required to review its Benefit Plans to ensure that they do not encourage senior executive officers to take unnecessary and excessive risks that threaten the value of the Company. To the extent any such review requires revisions to any Benefit Plan with respect to you, you and the Company agree to negotiate such changes promptly and in good faith.

  • Conforming Amendments The Credit Agreement, the Note and the other Transaction Documents shall each be deemed to be amended and supplemented hereby to the extent necessary, if any, to give effect to the provisions of this Amendment and Waiver. Except as so amended hereby, the Credit Agreement and the other Transaction Documents shall remain in full force and effect in accordance with their respective terms.

  • Waivers; Amendments (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power under this Agreement or any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances. (b) Except as provided in Section 2.18 with respect to any Incremental Revolving Facility Amendment or Incremental Term Facility Amendment (including to provide for provisions relating to the issuance of letters of credit and swingline loans and provisions with respect to “defaulting lenders”), Section 2.19 with respect to any Refinancing Amendment or Section 6.15 with respect to a change in the fiscal year of Holdings and the Borrower, neither this Agreement nor any Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders, provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender), (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby (it being understood that any change to the definition of Total Leverage Ratio, Total Net Leverage Ratio or in the component definitions thereof shall not constitute a reduction of interest or fees), provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay default interest pursuant to Section 2.11(c), (iii) postpone the maturity of any Loan, or the date of any scheduled amortization payment of the principal amount of any Term Loan under Section 2.08 or the applicable Refinancing Amendment, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected thereby, (iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of the Lenders holding a Majority in Interest of the outstanding Loans and unused Commitments of each adversely affected Class, (v) change any of the provisions of this Section without the written consent of each Lender directly and adversely affected thereby, (vi) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), (vii) release all or substantially all the value of the Guarantees under the Guarantee Agreement (except as expressly provided in the Guarantee Agreement) without the written consent of each Lender (except as expressly provided in the Security Documents), (viii) release all or substantially all the Collateral from the Liens of the Security Documents, without the written consent of each Lender, (ix) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a Majority in Interest of the outstanding Loans and unused Commitments of each affected Class, or (x) change the rights of the Term Lenders to decline mandatory prepayments as provided in Section 2.09 or the rights of any Additional Lenders of any Class to decline mandatory prepayments of Term Loans of such Class as provided in the applicable Refinancing Amendment, without the written consent of a Majority in Interest of the Term Lenders or Additional Lenders of such Class, as applicable; provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent without the prior written consent of the Administrative Agent and (B) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by Holdings, the Borrower and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Notwithstanding the foregoing, (a) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders on substantially the same basis as the Lenders prior to such inclusion and (b) guarantees, collateral security documents and related documents executed by Foreign Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents. (c) In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent of all Lenders or all directly and adversely affected Lenders, if the consent of the Required Lenders (and, to the extent any Proposed Change requires the consent of Lenders holding Loans of any Class pursuant to clause (iv), (ix) or (x) of paragraph (b) of this Section, the consent of a Majority in Interest of the outstanding Loans and unused Commitments of such Class) to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in paragraph (b) of this Section being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment), provided that (a) the Borrower shall have received the prior written consent of the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent shall not unreasonably be withheld, (b) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding par principal amount of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including pursuant to Section 2.09(a)(i)) from the Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (c) unless waived, the Borrower or such Eligible Assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b). (d) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender (other than an Affiliated Debt Fund) hereby agrees that, if a proceeding under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Secured Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Secured Obligations held by Lenders that are not Affiliates of the Borrower.

  • Waiver; Amendments (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document, and no course of dealing between the Borrower and the Administrative Agent or any Lender, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power hereunder or thereunder. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or of any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by subsection (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. (b) No amendment or waiver of any provision of this Agreement or of the other Loan Documents, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, or the Borrower and the Administrative Agent with the consent of the Required Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, in addition to the consent of the Required Lenders, no amendment, waiver or consent shall: (i) increase the Commitment of any Lender without the written consent of such Lender; (ii) increase the Borrowing Base without the written consent of each Lender; (iii) modify Section 2.4 in any manner without the consent of each Lender; provided that a Scheduled Redetermination may be postponed by the Required Lenders; (iv) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender entitled to such payment; (v) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or any fees hereunder or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender entitled to such payment, or postpone the scheduled date for the termination or reduction of the Commitment of any Lender, without the written consent of such Lender; (vi) change Section 2.20(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender; (vii) change any of the provisions of this subsection (b) or the definition of “Required Lenders” or any other provision of this Agreement specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender; (viii) release all or substantially all of the guarantors, or limit the liability of such guarantors, under any guaranty agreement guaranteeing any of the Obligations, without the written consent of each Lender; or (ix) release all or substantially all collateral (if any) securing any of the Obligations, without the written consent of each Lender; provided, further, that no such amendment, waiver or consent shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent or the Issuing Bank without the prior written consent of such Person. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended, and amounts payable to such Lender hereunder may not be permanently reduced, without the consent of such Lender (other than reductions in fees and interest in which such reduction does not disproportionately affect such Lender). Notwithstanding anything contained herein to the contrary, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated (but such Lender shall continue to be entitled to the benefits of Sections 2.17, 2.18, 2.19 and 10.3), such Lender shall have no other commitment or other obligation hereunder and such Lender shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.

  • FINRA Amendments Notwithstanding anything herein to the contrary, in the event that ▇▇▇▇▇▇▇▇▇▇ determines that any of the terms provided for hereunder shall not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company shall agree to amend this Agreement (or include such revisions in the final underwriting agreement) in writing upon the request of ▇▇▇▇▇▇▇▇▇▇ to comply with any such rules; provided that any such amendments shall not provide for terms that are less favorable to the Company than are reflected in this Agreement.