Amendments and Other Agreements Sample Clauses

The "Amendments and Other Agreements" clause defines the process by which changes or additions to the original contract can be made. Typically, this clause requires that any modifications, waivers, or supplementary agreements must be documented in writing and signed by all parties involved. For example, if the parties wish to alter a payment schedule or add new terms, they must formally agree to these changes through a signed written document. This clause ensures that all contractual changes are clear, intentional, and enforceable, thereby preventing misunderstandings or disputes over informal or unauthorized modifications.
Amendments and Other Agreements. No agreement or understanding contrary to this Agreement, nor any alteration, variation, waiver or modification of any of the terms or conditions contained herein, shall be binding upon the parties hereto unless such agreement, understanding, alteration, variation, waiver or modification is executed in writing between the parties. It is further understood and agreed that this Agreement constitutes the sole, only and entire agreement between the parties hereto and cancels and supersedes any other agreement, understanding, arrangement and past practice heretofore existing.
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Amendments and Other Agreements. Effective as of the Amendment Agreement Effective Time: (a) the Waiver set forth in Section 2 and the waivers and releases set forth in Section 20 shall be effective; (b) the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: double underlined text) as set forth on the pages of the Amended Credit Agreement attached as Annex B hereto; (c) [Reserved]; (d) Section 1.01 of the Amended and Restated Collateral Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order:
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Amendments and Other Agreements. Section 1.1 Section 8.1 of the Merger Agreement is hereby amended by adding the following phrase at the end of the first sentence thereof: “; provided, further, that from and after the date of the Debt Commitment Letter, Sections 5.18, 7.4, 8.1, 8.4, 8.5, 8.6, and 8.12 of this Agreement (and the related definitions in this Agreement used therein, but only with respect to their use in such Section as they related specifically to Financing Sources providing the Debt Commitment Letter) shall not be amended, modified, supplemented or waived in an manner that is adverse in any material respect to any such Financing Source without the prior written consent of such Financing Source. Section 1.2 Section 8.5 of the Merger Agreement is hereby amended by adding the following at the end thereof: Notwithstanding the foregoing, any disputes involving the Financing Sources pursuant to the Debt Commitment Letter will be governed by and construed in accordance with the applicable laws of the State of New York without giving regard to conflicts or choice of law principles that would result in the application of any law other than the law of the State of New York and each party hereto (i) submits to the exclusive jurisdiction of the courts of the State of New York or federal courts of the United States of America, in each case, sitting in the borough of Manhattan (such courts, the “Applicable Courts”), and any appellate court from any thereof in connection with any such disputes, and agrees that all claims in respect of any such litigation may be heard and determined only in an Applicable Court (ii) waives, to the fullest extent it may legally do so, any objection which it may now or hereafter have to the laying of venue of any proceeding in any Applicable Court, and (iii) irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any such dispute. Section 1.3 Section 8.6(b) of the Merger Agreement is hereby amended by adding the following at the end thereof, immediately prior to the “.”: ; and (iii) Sections 7.4, 8.1, 8.5, and 8.12, and this Section 8.6, which are intended to be for the benefit of, and shall be enforceable by, the Financing Sources under the Debt Commitment Letter, who shall be express third-party beneficiaries of such Sections. Section 1.4 Section 8.12 of the Merger Agreement is hereby amended by adding the following at the end thereof: Notwithstanding anything herein to the contrary, each Company Party (on behalf of itse...
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Amendments and Other Agreements. Effective immediately as of the effectiveness of this Amendment No. 1, Section 6.01(v)(1)(ii) of the Credit Agreement is hereby amended and restated as follows:
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Amendments and Other Agreements. (1) Effective as of the Amendment Agreement Effective Time (as defined below), Section 2.25 of the Credit Agreement is hereby amended to add a new Section 2.25(e) as follows:
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Amendments and Other Agreements. Section 2.1 Amendment of the Debentures
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Amendments and Other Agreements. Amendments to this Agreement shall be made in writing and signed by both parties. If a provision of the amended agreement is in conflict with that of the registered Lease Agreement, both parties agree that the amended agreement shall prevail.
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Amendments and Other Agreements. (a) The first recital of the Original Agreement is hereby amended and restated in its entirety as set forth immediately below:
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Amendments and Other Agreements 
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Related to Amendments and Other Agreements

  • Agreements and Other Documents 29 3.23 Solvency....................................................................................... 29 3.24

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Contracts and Other Agreements Section 3.12 of the Disclosure Schedule sets forth a list of the following contracts and other agreements to which the Company is a party or by or to which any of its assets, properties or securities are bound or subject (each, a "Material Contract"): (a) any agreement or series of related agreements requiring aggregate payments by or to the Company of more than $50,000; (b) any agreement with or for the benefit of any current or former officer, director, holder of any security, employee or consultant of the Company under which the Company has any obligations as of the date hereof; (c) any agreement with any labor union or association representing any employee of the Company; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation clause or that obligates the Company to purchase all or substantially all of its requirements of a particular product or service from a supplier or to make periodic minimum purchases of a particular product or service from a supplier, which is not terminable on not more than 30 days notice (without penalty or premium); (e) any agreement for the sale of any of the assets or properties of the Company other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties; (f) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (g) any agreement which contains covenants of the Company not to compete in any line of business, in any geographic area or with any Person or covenants of any other Person not to compete with the Company or in any line of business of the Company; (h) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (i) any agreement obligating the Company to deliver maintenance services or future product enhancements or containing a "most favored nation" pricing clause; (j) any agreement relating to the acquisition by the Company of any operating business or the capital stock of any other Person; (k) any agreement requiring the payment to any Person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commissions or fees to employees in the ordinary course of business); (l) any agreements, notes or other instruments relating to or evidencing outstanding indebtedness of the Company for borrowed money (including capitalized lease obligations); (m) any lease, sublease or other agreement under which the Company is lessor or lessee of any real property or equipment or other tangible property; (n) any agreement with a change of control provision or otherwise requiring any consent, approval, waiver or other action by any Person in connection with the Merger; (o) any stock option agreement, restricted stock agreement, employment or severance agreement, phantom stock plan or bonus, incentive or similar agreement, arrangement or understanding; (p) any agreement involving the assignment, transfer, license (whether as licensee or licensor) or pledge or encumbrance of any Company Intellectual Property; (q) any distribution or sales representative agreement or agreement appointing any agent; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all Material Contracts (and all amendments, waivers or other modifications thereto) have been furnished or made available to the Buyer. Each Material Contract is valid, subsisting, in full force and effect, binding upon the Company and, to the Company's knowledge, the other parties thereto in accordance with their terms, and the Company is not in default under any of them, nor, to the Company's knowledge, is any other party to any Material Contract in default thereunder, nor, to the Company's knowledge, does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except, in each of the foregoing cases, such defaults as would not, either individually or in the aggregate, have, or be reasonably likely to have, a Material Adverse Effect.

  • Conflicting Agreements and Other Matters Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.