Amendment to Section 2 of the Purchase Agreement Sample Clauses
Amendment to Section 2 of the Purchase Agreement. Section 2 of the Purchase Agreement is hereby amended by deleting Section 2(b)(i) in its entirety and replacing it with the following:
(i) The Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser at the Subsequent Closing concurrently with the receipt of the purchase price, the Subsequent PIPE Shares, for an aggregate purchase price equal to $50,000,000.”
Amendment to Section 2 of the Purchase Agreement. (Supplemental Properties). Section 2 of the Purchase Agreement is hereby amended as follows:
(a) In the first sentence of Section 2(a), the term “Supplemental Acquisition Period” is redefined as the period from and after the Execution Date and continuing until the date that is ninety (90) days after the First Closing Date.
(b) Section 2(a) is further amended by deleting the last two (2) sentences thereof (the first of which begins with the phrase “To the extent any Supplemental Leases are acquired by Seller …”), and the following provision is substituted therefor: “To the extent any Supplemental Leases are acquired by Seller after the Initial Cut Off Date and prior to 5:00 pm, CDT, on May 17, 2012 (“Interim Cut Off Date”; and the period between the Initial Cut Off Date and the Interim Cut Off Date is herein referred to as the “Interim Period”), or there exist Supplemental Leases that may have been acquired by Seller after the Execution Date and prior to the Initial Cut Off Date but for which Seller did not yet have enough information to confirm Defensible Title, then (i) Seller shall provide to Buyer a notice (an “Interim Closing Notice”) containing a supplement to Exhibit A that shall include the legal description, recording information, and other information relating to such Supplemental Leases that is being provided with regard to the Initial Properties (and prior to the Interim Cut Off Date, Seller shall provide regular written notices to Buyer, not less than weekly, with such notices containing lease and summary information regarding the Supplemental Leases acquired to date, in order for Buyer to administer its diligence thereon); (ii) subject to all of the other terms and conditions described herein relative to the Initial Properties (with the timetables for notices established herein for the Initial Properties to be deferred thirty-five (35) days with regard to the First Interim Properties (as hereinafter defined) prior to the First Interim Closing (as defined below), except as otherwise specified with regard to notices for Title Defects concerning the First Interim Properties, which shall be made no later than 5:00 pm, CDT, on the date that is two (2) days prior to the First Interim Closing Date), the Parties shall close (herein the “First Interim Closing”) the sale by Seller to Buyer of the same undivided interests described in Section 1(a) in and to the Supplemental Leases acquired by Seller during such Interim Period, together with the other rel...
Amendment to Section 2 of the Purchase Agreement. Section 2 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
a. Within 60 days after the Closing Date, Buyer will deliver to Seller an audited balance sheet of Resource Plus as of December 31, 2017 prepared in accordance with U.S. GAAP (the “Closing Balance Sheet”). If the Closing Balance Sheet sets forth a net worth less than $2,700,000 (the “Minimum Net Equity”), then Seller will have 30 days following delivery of the Closing Balance Sheet to object to the Closing Balance Sheet; and, if no objection is received, the Closing Balance Sheet will be used to calculate any adjustment to PP.
b. If Seller gives such notice of objection, then the issues in dispute will be submitted to BDO USA, LLP (the “Accountants”) for resolution. If issues in dispute are submitted to the Accountants for resolution, each party will furnish to the Accounts such work papers and other documents and information relating to the disputed issues as the Accountants may request. The final determination by the Accountants will be binding and conclusive on the parties, and Buyer and Seller will each bear 50% of the Accountants’ fees for such determination.
c. If the net worth of Resource Plus as set forth on the Closing Balance Sheet, if undisputed, or as determined by the Accountants, if the Closing Balance Sheet is disputed, is less than the Minimum Net Equity (the “Final Net Worth”), 2% of the difference between the Minimum Net Equity and the Final Net Worth will be deducted from PP, and the Purchase Note shall be reduced by such amount.”
Amendment to Section 2 of the Purchase Agreement. Section 2 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 2 of the Purchase Agreement