Amendments to PSA Clause Samples
The "Amendments to PSA" clause defines the process and requirements for making changes to the Purchase and Sale Agreement (PSA) after it has been executed. Typically, this clause specifies that any modifications must be made in writing and signed by all parties involved, ensuring that verbal agreements or informal changes are not legally binding. By establishing a clear procedure for amendments, the clause helps prevent misunderstandings and disputes over the terms of the agreement, thereby ensuring that all parties are aware of and consent to any changes made.
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Amendments to PSA. Stayton and Purchaser agree that the PSA shall be amended as follows:
(i) Section 1.1 of the PSA is amended by adding the following additional defined terms:
Amendments to PSA. The PSA is hereby amended as follows:
(a) Article X of the PSA is hereby amended by inserting a new Section 10.03 at the end thereof to read as follows:
Amendments to PSA a. Following the last sentence of Section 11 of the PSA, the following is hereby inserted as Section 12 thereof:
Amendments to PSA. Section 2.1. Amendment to Article 1 of the PSA. Article 1 of the PSA is hereby amended by inserting the following new definitions in the appropriate alphabetical order:
Amendments to PSA. 2.1 Section 1.01 of the PSA is hereby amended by adding the following definition of “Fitch” after the definition of “Finance Charge Receivables”:
Amendments to PSA. Stayton and Purchaser agree that the PSA shall be amended as follows:
a) The name of the agreement is changed from “Agreement of Purchase and Sale” to “Agreement of Purchase, Sale and Contribution” and, as amended by this Amendment No. 2, the agreement shall be described as: “Agreement of Purchase, Sale and Contribution, entered into January 15, 2010, by and between ▇▇▇▇▇▇▇ ▇▇ Assisted Living, L.L.C., an Oregon limited liability company constituting the Unitary Sunwest Enterprise designated in the Approval Order of the United States District Court for the District of Oregon dated October 2, 2009, and BRE/SW Portfolio LLC, a Delaware limited liability company, as amended by that certain Amendment No. 1 to Agreement of Purchase, Sale and Contribution, dated February 12, 2010, and by that certain Amendment No. 2 to Agreement of Purchase, Sale and Contribution, dated March 25, 2010”
b) (i) Section 1.1 of the PSA is amended by adding the following additional defined terms:
Amendments to PSA. Section 9.2(d) of the PSA is hereby amended by replacing the comma immediately prior to clause (i) with a colon, formatting clauses (i) and (ii) as separate subparagraphs, and replacing subparagraph (i) in its entirety with the following:
(i) Buyer and Valero agree that Seller shall have no liability or responsibility to Buyer or Valero, and that Buyer and Valero shall have no rights or remedies against Seller (or any of its employees or representatives), with respect to the Platforming Process License Agreement (the "Platforming License") with UOP LLC ("UOP") listed in Schedule 1.1(C) of the Seller Disclosure Schedule (whether under the representations, warranties, covenants, indemnities, conditions, or other provisions of this Agreement or otherwise, it being acknowledged by Buyer and Valero that (A) Seller has received a notice from UOP that Seller is in default under the Platforming License for failure to timely make required payments thereunder and a notice from UOP purporting to terminate the Platforming License for such default, and (B) UOP has filed a petition seeking certain injunctive and other relief and obtained a temporary restraining order to, inter alia, prohibit Seller's use and disclosure of UOP's proprietary platforming process and related technical information based on its purported termination of the Platforming License), except that, if Seller does not assign the Platforming License to Buyer at Closing, then, as Buyer's and Valero's exclusive remedy, the Purchase Price shall be reduced at Closing by $2,400,000 as follows: $1,800,000 in cash plus a number of shares of Preferred Stock having a stated value of $600,000; provided, however, that if Buyer increases the cash portion of the Purchase Price to be paid by Buyer by an amount equal to or greater than $600,000 in response to a Qualifying Bid from a third party in accordance with the Sale Procedures Order, such $600,000 reduction shall be a reduction in cash rather than in Preferred Stock. Accordingly, the failure to assign the Platforming License shall not constitute the failure to satisfy a condition to Closing hereunder (directly, as a result of such failure causing (l) any representation or warranty to be untrue or incorrect or (2) any covenant not to be performed or complied with, or otherwise), and Seller shall not have any obligation (through litigation or otherwise) to make any efforts or take any actions to remedy any default under, contest any termination of, or defend agai...
Amendments to PSA. Section 24.1. Amendment to Article 1
Amendments to PSA