5(d) Sample Clauses

5(d). Section 4.5(d) of the Partnership Agreement is hereby amended and restated to read in its entirety:
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5(d). Section 2.5(d) of the Agreement is hereby amended by adding the following to the end of such Section: Notwithstanding the foregoing or anything else in the Agreement to the contrary, subject to Section 5 of this Amendment, at Closing, (i) Buyer shall not pay to Seller any adjustments to the Purchase Price attributable to any capital or operating expenditures relating to the EFMU Xxxxx, including without limitation the Disputed EFMU Adjustment, and accordingly, the Cash Consideration paid at Closing shall not be increased as a result of such capital or operating expenditures rather, the issue of whether the Disputed EFMU Adjustment shall be paid by Magnum Hunter shall be decided in an arbitration pursuant to Section 2.5(g) of the Agreement and (ii) Magnum Hunter shall issue the Shares to Seller based upon the Closing Date as amended in Section 1 of this Amendment and not based upon a Closing Date of August 18, 2011.

Related to 5(d)

  • Automatic Early Termination The "Automatic Early Termination" provision of Section 6(a) will not apply to Party A or Party B.

  • Automatic Reduction Promptly following each date on which the Required Amount is reduced as a result of a reduction in the Pool Balance of the Class B Certificates or otherwise, the Maximum Commitment shall automatically be reduced to an amount equal to such reduced Required Amount (as calculated by the Borrower). The Borrower shall give notice of any such automatic reduction of the Maximum Commitment to the Liquidity Provider within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not affect such automatic reduction of the Maximum Commitment.

  • o Check if Transfer is Pursuant to Regulation S (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

  • Paragraph 2nd The changes mentioned in the present clause do not exclude the possibility of revision, at any time, of the present Contract as a result of the supervenience of relevant fact, at Anatel’s criterion.

  • Check if Transfer is Pursuant to Regulation S (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

  • Paragraph 1st If, after the procedure foreseen in this clause, Anatel considers inconvenient or unfeasible the implementation of the specific universalization goal by means of the Concessionaire, it will hire the responsibility from another, doing it by means of specific grants and delimiting the service, complying with the economic parameters obtained in the procedure foreseen in this clause.

  • PARAGRAPH TWO The amount determined in accordance with the provisions of item I, clause “b” or item II shall be payable quarterly, on the fifteenth (15th) day of February, May, August, and November of each year, during the period between November 15, 2014 and February 15, 2017, and monthly, beginning on and including March 15, 2017, together with the principal amount repayment installments, and at the maturity or settlement of this Agreement, subject to the provisions of Section Eighteen. FIVE

  • Automatic Renewal Upon the expiration of the original term or any renewal term of employment, Employee’s employment shall be automatically renewed for a one (1) year period unless, at least sixty (60) days prior to the renewal date, either party gives the other party written notice of its intent not to continue the employment relationship. During any renewal term of employment, the terms, conditions and provisions set forth in this Agreement shall remain in effect unless modified in accordance with Section 8.

  • Exchange and Transfer 8 SECTION 4.02. Treatment of Holders of Warrant Certificates...................9 SECTION 4.03.

  • Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

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