Modification of Recitals Clause Samples

Modification of Recitals. (Section 1(a) of Waiver and First Amendment). 1. Paragraph 3 of Section 1(a) (Recitals) of the Waiver and First Amendment is hereby amended and restated to read as follows: 3. As a result of the Restatements, the Loan Parties: (1) could not finalize and deliver their Annual Financial Statements for their fiscal year ending December 31, 2003 (the “2003 Annual Statements”), and expect that they will not be able to finalize their Annual Financial Statements for their fiscal year ending December 31, 2004 (the “2004 Annual Statements”), by the due dates therefor under Section 7.3.2 of the Credit Agreement and (2) could not finalize and deliver their Quarterly Financial Statements for their fiscal quarters ending March 31, 2004 (the “March 31, 2004 Quarterly Statements”), June 30, 2004 (the “June 30, 2004 Quarterly Statements”), September 30, 2004 (the “September 30, 2004 Quarterly Statements”), March 31, 2005 (the “March 31, 2005 Quarterly Statements”), and expect that they will not be able to finalize and deliver their Quarterly Financial Statements for their fiscal quarters ending June 30, 2005 (the “June 30, 2005 Quarterly Statements”) and September 30, 2005 (the “September 30, 2005 Quarterly Statements”) by the due dates therefor under Section 7.3.1 of the Credit Agreement.” 2. Paragraphs 5 and 6 of Section 1(a) (Recitals) of the Waiver and First Amendment are hereby amended and restated to read as follows: 5. As a result of the Restatements, the Borrower was not able to file its Annual Reports on Form 10-K for 2003 (the “2003 Form 10-K”) or its Annual Report on Form 10-K (the “2004 Form 10-K”) or its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2004 (the “March 2004 10-Q”), June 30, 2004 (the “June 2004 10-Q”), September 30, 2004 (the “September 2004 10-Q”) and March 31, 2005 (the “March 2005 10-Q”), and is unlikely to file its Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2005 (the “June 2005 10-Q”) and September 30, 2005 (the “September 2005 10-Q”), in a timely manner. That failure might be deemed a violation of Law as contemplated by Sections 5.1.19 and 7.1.9 of the Credit Agreement.
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Modification of Recitals. Recitals B and C of the Voting Agreement are hereby deleted in their entirety and replaced with the following:
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Modification of Recitals. (Section 1(a) of Waiver and First Amendment). 1. Paragraph 3 of Section 1(a) (Recitals) of the Waiver and First Amendment is hereby amended and restated to read as follows: 3. As a result of the Restatements, the Loan Parties cannot finalize and deliver their Annual Financial Statements for their fiscal year ending December 31, 2003 (the "2003 Annual Statements") by the due date therefor under Section 7.3.2 of the Credit Agreement and expect that they will not be able to finalize and deliver their Quarterly Financial Statements for their fiscal quarters ending March 31, 2004 (the "March 31, 2004 Quarterly Statements"), June 30, 2004 (the "June 30, 2004 Quarterly Statements") or September 30, 2004 (the "September 30, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇") by the due dates therefor under Section 7.3.1 of the Credit Agreement."
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Modification of Recitals. Recital “A” of the Agreement is hereby amended and restated to be and read in its entirety as follows: “The Local Sellers collectively own 554,758 common shares of the Company’s capital stock, and Oronite owns 379,436 common shares of the Company’s capital stock. Accordingly, Sellers collectively own 934,194 common shares of the Company representing in excess of 99% of the issued and outstanding common shares of the Company’s capital stock (the “Shares”).”
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Modification of Recitals. Section 2 of the Original Agreement, entitled “Recitals” is hereby amended to add subsection 2.11 to read in its entirety as follows:
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Related to Modification of Recitals

  • Incorporation of Recitals The recitals hereto are incorporated herein as part of this Agreement.

  • Adoption of Recitals Borrower hereby represents and warrants that each of the recitals set forth above is true, accurate and complete.

  • Incorporation of Recitals; Definitions The recitals set forth above are hereby incorporated herein by reference as if set forth in full in the body of this Amendment. Capitalized terms used but not otherwise defined in this Amendment have the respective meanings given to them in the Current Lease.

  • Incorporation of Recitals; Defined Terms The parties hereto acknowledge that the Recitals set forth above are true and correct in all material respects. The defined terms in the Recitals set forth above are hereby incorporated into this Agreement by reference. All other capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

  • Incorporation of Recitals and Exhibits The Recitals and each exhibit attached hereto are hereby incorporated herein by reference.