Amendment to Purchase Agreement Sample Clauses
Amendment to Purchase Agreement. Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Purchase Agreement. The parties hereto agree to amend the Purchase Agreement in accordance with the follow:
Amendment to Purchase Agreement. The Transferor will not amend, modify or supplement the Purchase Agreement or any other Transaction Document, or waive any provision thereof, or enter into any consent with respect thereto, in each case except with the prior written consent of the Administrative Agent and the Majority Investors; nor shall the Transferor take, or permit Tech Data to take, any other action under the Purchase Agreement that could have a material adverse effect on the Administrative Agent or any Class Investor or which is inconsistent with the terms of this Agreement.
Amendment to Purchase Agreement. The Purchase Agreement is hereby amended in the following manner:
a. Seller hereby acknowledges the foregoing assignment of Purchaser’s rights under the Purchase Agreement to Assignee.
Amendment to Purchase Agreement. Effective as of the Effective Date, Section 6.1 of the Purchase Agreement is amended and restated to read as follows:
Amendment to Purchase Agreement. The Agreement shall be amended and supplemented by deleting Section 7.01(k) therein in its entirety and replaced with the following:
Amendment to Purchase Agreement. 1.01 The parties hereto acknowledge and agree that Paragraph 5 of Schedule 3.1(k) of the Purchase Agreement is hereby amended by adding the following subparagraph (c) at the end thereof:
Amendment to Purchase Agreement. The Purchase Agreement shall be amended as follows:
(a) The following defined terms in Section 1.01 of the Purchase Agreement are hereby deleted in their entirety and replaced with the following:
Amendment to Purchase Agreement. (a) Section 5.05(d) is hereby added to the Purchase Agreement with the following language:
(d) Subject to and without limiting Section 5.05(b) or anything contained in the Transition Services Agreement and not in derogation of any other transition arrangements of the parties, and otherwise in accordance with the terms and subject to the conditions of this Agreement, beginning on the Closing Date and continuing until December 31, 2022, Purchaser may from time to time request in writing that Seller and its Affiliates provide Purchaser and the Transferred Entities, and promptly upon receipt of any such written request, Seller shall use its commercially reasonable efforts to provide Purchaser and the Transferred Entities, with the benefit to the fullest extent practicable under any Commingled Contract that has not been apportioned in accordance with Section 5.05(b) and is specified in the written request, the rights and obligations of those portions of any such Commingled Contract that relate to the Business (the “Commingled Contract Access Rights”); provided, however, that Purchaser and the Transferred Entities, as applicable, shall use commercially reasonable efforts to cease obtaining the benefit of Commingled Contract Access Rights through Seller and its Affiliates by October 1, 2022 and shall have periodic discussions at the appropriate levels as may be reasonably requested by Seller regarding any transition from services provided by Seller or any of its Affiliates pursuant to the Commingled Contracts Access Rights. In connection with Purchaser’s exercise of the Commingled Contract Access Rights and as a condition to Purchaser’s entitlement thereto, Seller and Purchaser shall agree in writing the costs and expenses to be borne by Purchaser in connection with the provision of benefits to Purchaser and/or the Transferred Entities under the applicable Commingled Contract, which shall be equal to the direct costs incurred by Seller or its Affiliates under the applicable Commingled Contract in respect of the pro rata portion of the benefits thereunder provided to Purchaser and/or the Transferred Entities pursuant to the Commingled Contract Access Rights. If Purchaser reasonably objects in writing within fifteen (15) Business Days to the costs to be borne by Purchaser with respect to a Commingled Contract, Seller shall promptly provide reasonable acceptable supporting documents for such costs. In connection with the provision of the Commingled Contract Access R...
Amendment to Purchase Agreement. Exhibit A of the Purchase Agreement shall be amended and restated to read in its entirety as set forth on Exhibit A hereto.