Amendment to Returns Sample Clauses

Amendment to Returns. Except as required by Applicable Law, Buyer shall not, and after the Closing shall not permit MSK to, amend any Tax Return, report or filing (directly or by way of a separate agreement with a Governmental Authority) with respect to any taxable period ending on or before the Closing Date without the Sellers’ Representative’s prior written consent (which consent shall not be unreasonably withheld). Following the Closing, Buyer shall not make, and shall not permit MSK, any elections or changes in accounting methods if such elections or changes will adversely affect the Tax liabilities of MSK or the Sellers for any taxable period ending on or before the Closing Date, except as required by Applicable Law after ten (10) days’ prior written notice to the Sellers’ Representative. Neither MSK, any of the Principal Stockholders, any Seller nor the Sellers’ Representative shall amend any Tax Return, report or filing (directly or by way of a separate agreement with a Governmental Authority) relating to MSK with respect to a taxable period ending on or before the Closing Date without Buyer’s written consent (which consent shall not be unreasonably withheld).
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Related to Amendment to Returns

  • Amendment to Schedules Schedule 2.01 of the Credit Agreement shall be and it hereby is amended in its entirety by substituting Schedule 2.01 attached hereto.

  • Amendment to Schedule The Grantor authorizes the Collateral Agent to modify this Agreement and the Assignments of Patents, without the necessity of such Grantor’s further approval or signature, by amending Schedule A hereto and the Annex to each Assignment of Patents to include any future or other Patents or Patent Licenses that become part of the Patent Collateral under Section 2 or Section 3.1.

  • Amendment to Section 4 07. Section 4.07 of the Indenture is hereby amended and restated in its entirety to read as follows:

  • Amendment to Section 2 06(a). Section 2.06(a) of the Credit Agreement is amended and restated to read in its entirety as follows:

  • Amendment to Section 3 4. Section 3.4 of the Note is amended to read in its entirety as follows:

  • Amendment and Restatement On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.

  • Amendment to Section 5 05. Section 5.05 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

  • Amendment to Rights Agreement The Rights Agreement is hereby amended as follows:

  • Amendment to Section 13 Section 13 of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, (i) the execution and delivery of the Merger Agreement, (ii) the execution and delivery of the Tender and Support Agreement, (iii) the consummation of the Offer, (iv) the consummation of the Merger, and (v) the consummation of the other transactions contemplated in the Merger Agreement shall not be deemed to be a Section 13 Event and shall not cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 13.”

  • Amendment to Agreement The Agreement is hereby amended as follows:

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