Amendment and Modifications 114 Sample Clauses

Amendment and Modifications 114. Section 9.2 Extension; Waiver 114 Section 9.3 Entire Agreement; Assignment 115 Section 9.4 Validity 115 Section 9.5 Notices 115 Section 9.6 Governing Law 116 Section 9.7 Specific Performance 116 Section 9.8 Publicity 117 Section 9.9 Jurisdiction; Forum, Etc. 117 Section 9.10 Descriptive Headings 119 Section 9.11 Counterparts 119 Section 9.12 Expenses 119 Section 9.13 Construction 119 Section 9.14 Parties in Interest 119 Section 9.15 Interpretation 119 Section 9.16 Schedules 120 EXHIBITS Exhibit A - Form of Instrument of Assignment and Assumption Exhibit B - Net Working Capital Statement Exhibit C - Debt Commitment Letter Exhibit D - Equity Commitment Letter Exhibit E - [Intentionally Omitted] Exhibit F - DPC Joint Venture Sellers Exhibit G - DPC Share Sellers Exhibit H - Form of Local Purchase Agreements Exhibit I - Forms of IP Assignment Agreements Exhibit J - Form of Intellectual Property Cross-License Agreement Exhibit K - Form of Employee Matters Agreement Exhibit L - Forms of Local Asset Transfer Agreements Exhibit M - Form of Trademark License Agreement Exhibit N - Form of Administrative Services Agreement Exhibit O - Form of IT Administrative Services Agreement Exhibit P - Form of Reverse Administrative Services Agreement Exhibit Q - Form of Reverse IT Administrative Services Agreement Exhibit R - Form of Site Services Agreements Exhibit S - Form of IT Asset License Agreement Exhibit T - Form of Tolling Agreement Exhibit U - Form of Supply Agreements Exhibit V - Form of Fort Madison Ground Lease Exhibit W - Form of Experimental Station Lease Exhibit X - [Intentionally Omitted] Exhibit Y - Form of DuPont Guarantee Exhibit Z - Form of Mexican Business Lease Exhibit AA - Form of Sales Representative Side Letter Exhibit BB - Operating Covenants Exhibit CC - DPC Indebtedness Sellers Exhibit DD - Form of Office Space Sublease PURCHASE AGREEMENT PURCHASE AGREEMENT (this "Agreement"), dated as of August 30, 2012, by and between E. I. du Pont de Nemours and Company, a Delaware corporation ("DuPont"), and Flash Bermuda Co. Ltd., a Bermuda exempted limited liability company ("Buyer"). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Annex A of this Agreement.
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Related to Amendment and Modifications 114

  • Amendment and Modifications This Agreement may not be amended, modified or supplemented except by an instrument or instruments in writing signed by the party against whom enforcement of any such amendment, modification or supplement is sought.

  • Amendment and Modification This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.

  • Amendment and Modification; Waiver This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

  • Waiver and Modifications Any Party may (a) waive, in whole or in part, any inaccuracy of, or consent to the modification of, any representation or warranty made to it hereunder or in any document to be delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other Parties (c) waive or consent to the modification of any of the covenants herein contained for its benefit or waive or consent to the modification of any of the obligations of the other Parties hereto or (d) waive the fulfillment of any condition to its own obligations contained herein. No waiver or consent to the modifications of any of the provisions of this Agreement will be effective or binding unless made in writing and signed by the Party or Parties purporting to give the same and, unless otherwise provided, will be limited to the specific breach or condition waived. The rights and remedies of the Parties hereunder are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a Party of any right or remedy precludes or otherwise affects any further exercise of such right or remedy or the exercise of any other right or remedy to which that Party may be entitled. No waiver or partial waiver of any nature, in any one or more instances, will be deemed or construed a continued waiver of any condition or breach of any other term, representation or warranty in this Agreement.

  • Amendments and Modification This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

  • Waiver and Modification Any waiver, alteration, or modification of any of the provisions of this Agreement shall be valid only if made in writing and signed by the parties hereto. Each party hereto, may waive any of its rights hereunder without affecting a waiver with respect to any subsequent occurrences or transactions hereof.

  • Amendments and Modifications Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

  • Assignment and Modification This Agreement may be modified or assigned only by a writing signed by all of the parties.

  • Assumption and Modification Agreements When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any “due-on-sale” clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if (i) the “due-on-sale” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law or (ii) the Servicer reasonably believes that to permit an assumption of the Mortgage Loan would not materially and adversely affect the interest of the Noteholders. In such event, the Servicer shall enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the mortgage documents, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. The Mortgage Loan, if assumed, shall conform in all respects to the requirements and representations and warranties of this Agreement. The Servicer shall notify the Indenture Trustee that any applicable assumption or substitution agreement has been completed by forwarding to the Indenture Trustee the original copy of such assumption or substitution agreement, which copy shall be added by the Indenture Trustee to the related Indenture Trustee’s Mortgage File and which shall, for all purposes, be considered a part of such Indenture Trustee’s Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for promptly recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the required monthly payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding Principal Balance of such Mortgage Loan shall not be changed, the Mortgage Interest Rate shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

  • Amendment; Modification; Waiver This Agreement shall not be amended, nor shall any provision of this Agreement be considered modified or waived, unless evidenced by a writing signed by the parties hereto, and in compliance with applicable provisions of the Investment Company Act.

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