Pricing Amendment Clause Samples

A Pricing Amendment clause establishes the process and conditions under which the pricing terms of an agreement may be modified after the contract has been executed. Typically, this clause outlines the circumstances that justify a price change, such as changes in market conditions, regulatory requirements, or scope of work, and details the procedures for proposing, negotiating, and approving such amendments. Its core function is to provide a clear and agreed-upon mechanism for adjusting prices, thereby reducing disputes and ensuring both parties can adapt to changing circumstances without breaching the contract.
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Pricing Amendment. If Owner approves a Final Design Deliverable in accordance with Section 5.10 above, Design-Builder shall prepare Pricing Amendment Documents, which shall include Work that shall be priced, scheduled, and included in the Contract Documents, as an Alternate, and Work that shall be priced, scheduled, and included in the Contract Documents, as an Allowance. The Alternate Schedule shall include the required start dates for each Alternate, and the sequencing priority of implementing each Alternate. 5.11.1 By including an Allowance in Pricing Amendment Documents, Design-Builder represents and warrants it is a reasonable estimate of the costs of the Work of such Allowance, based on Design-Builder’s best skill and judgment, based on the other Pricing Amendment Documents that are sufficiently detailed to make such an estimate. Each Alternate’s and Allowance’s pricing shall remain valid from the date the applicable Pricing Amendment is fully-signed through the date of Final Completion of the applicable Deliverable Portion of Work containing each such Alternate or Allowance unless, in the case of an Allowance, Design-Builder develops a final price for that portion of the Work included in such Allowance, in which case that final price shall remain valid through the date of Final Completion of the applicable Deliverable Portion of Work. 5.11.2 In accordance with the Project Schedule and based upon the approved Final Design Deliverable and the Estimated Pricing Amendment Sum, Design-Builder shall deliver to Owner Parties for review, comment, and approval its proposed Pricing Amendment, supporting Pricing Amendment Documents, and its Work plan, for the applicable Deliverable Portion of Work. 5.11.3 Upon Owner’s approval and the Parties’ signatures, a proposed Pricing Amendment shall amend this Agreement, and shall be revised only by Change Order. 5.11.4 Notwithstanding anything to the contrary contained in the Contract Documents, Owner shall not be required to enter into any Pricing Amendment and, unless and until the Parties enter into a Pricing Amendment, Design-Builder’s rights, including to payment, under the Contract Documents, shall be limited to only its completed Work, including completed Early Work set forth in an Early Work Amendment.
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Pricing Amendment. (a) Subject to Section 7(c) hereof, the definition of the term “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows (such amendment being referred to herein as the “Pricing Amendment”):
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Pricing Amendment. If Owner approves a Final Design Deliverable in accordance with Section 5.10 above, Design-Builder shall prepare Pricing Amendment Documents, which shall include Work that shall be priced, scheduled, and included in the Contract Documents, as an Alternate, and Work that shall be priced, scheduled, and included in the Contract Documents, as an Allowance. The Alternate Schedule shall include the required start dates for each Alternate, and the sequencing priority of implementing each Alternate.‌ 5.11.1 By including an Allowance in Pricing Amendment Documents, Design-Builder represents and warrants it is a reasonable estimate of the costs of the Work of such Allowance, based on Design-Builder’s best skill and judgment, based on the other Pricing Amendment Documents that are sufficiently detailed to make such an estimate. Each Alternate’s and Allowance’s pricing shall remain valid from the date the applicable Pricing Amendment is fully-signed through the date of Final Completion of the applicable Deliverable Portion of Work containing each such Alternate or Allowance unless, in the case of an Allowance, Design-Builder develops a final price for that portion of the Work included in such Allowance, in which case that final price shall remain valid through the date of Final Completion of the applicable Deliverable Portion of Work. 5.11.2 In accordance with the Project Schedule and based upon the approved Final Design Deliverable and the Estimated Pricing Amendment Sum, Design-Builder shall deliver to Owner Parties for review, comment, and approval its proposed Pricing Amendment, supporting Pricing Amendment Documents, and its Work plan, for the applicable Deliverable Portion of Work.
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Pricing Amendment. The above-referenced Draws funded under the Original Agreement and the 2011 Agreements, as amended, are further amended by revising the interest payable by the Borrowers to the Bank to remain at LIBOR +7.5%; provided, however, that upon receipt by the Bank of Borrowers’ audited Financial Statements for the period ending December 31, 2012 and for each quarter thereafter, the interest rate shall decrease as of the beginning of the quarter next following (June 30, 2012) the quarter for which such Financial Statements are received, to LIBOR +5.50% provided further that (i) Borrowers’ Debt Service Coverage Ratio is greater than 1.2; (ii) its ratio of Senior Funded Debt to EBITDA is less than 2.0; and (iii) Borrowers collectively maintain an average balance of at least $1,200,000 of unencumbered liquid assets, as measured quarterly. The periods of applicability of any such decrease to LIBOR +5.50% or revert to LIBOR +7.5% shall be measured quarterly. All terms written with initial capital or all capital letters shall have the meaning assigned to them in Section 1 (DEFINITIONS) and Section 10 (FINANCIAL COVENANTS) of the Original Agreement.
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Pricing Amendment. The definition of “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby amended to read as follows:
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Pricing Amendment. On the Amendment Effective Date, the definition of Applicable Margin set forth in Section 1.1 of the Credit Agreement will be amended, with retroactive effect to the Closing Date, such that the Applicable Margin with respect to the Tranche B Term Loans will be 1.25% (in the case of Base Rate Loans) and 2.25% (in the case of Eurodollar Loans).
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Pricing Amendment. The table in the definition of “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby amended to read as follows: Category 1 BBB/Baa2/BBB or higher 0.100 % 0.500 % 0.000 % Category 2 BBB-/Baa3/BBB- 0.125 % 0.625 % 0.000 % Category 3 BB+/Ba1/BB+ 0.175 % 0.875 % 0.000 % Category 4 BB/Ba2/BB 0.250 % 1.250 % 0.250 % Category 5 BB-/Ba3/BB- or lower 0.375 % 1.500 % 0.500 %
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Pricing Amendment. (a) The definition of “Adjusted LIBO Rate” in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the “.” at the end thereof and (ii) inserting in its place the following phrase: “; provided that, if the Adjusted LIBO Rate for any currency shall be less than 0.50%, such rate shall be deemed to be 0.50% for the purposes of this Agreement.” (b) The definition of “Interpolated Rate” in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the “.” at the end thereof and (ii) inserting in its place the following phrase: “; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.” (c) Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “LIBO Rate” contained therein in its entirety as follows:
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Related to Pricing Amendment

  • Refinancing Amendments (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance all or any portion of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other Term Loan Commitments, pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documents. (b) Each Class of Other Term Loan Commitments and Other Term Loans incurred under this Section 2.13 shall be in an aggregate principal amount that is not less than $20,000,000 (or such lesser amount as the Administrative Agent may determine in its sole discretion). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Other Term Loan Commitments and Other Term Loans incurred pursuant thereto (including any amendments necessary to treat the Other Term Loans and/or Other Term Loan Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.13. (c) This Section 2.13 shall supersede any provisions in Section 2.10, 2.11 or 10.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.13 may be amended with the consent of the Required Lenders. For the avoidance of doubt, no Refinancing Amendment shall effect any amendments that would require the consent of each affected Lender or all Lenders pursuant to the proviso in the first paragraph of Section 10.01, unless each such Lender has, or all such Lenders have, as the case may be, given its or their consent to such amendment. No Lender shall be under any obligation to provide any Other Term Loan Commitment unless such Lender executes a Refinancing Amendment.

  • Modification; Amendment This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and each of the Purchasers.

  • Extension Amendment Extended Term Loans shall be established pursuant to an amendment (each, a “Extension Amendment”) to this Agreement among Holdings, the Loan Parties, the Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.10(a) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Financing Agreements. The Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Financing Agreements may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.2 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.2), (iii) modify the prepayments set forth in Section 2.3 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Financing Agreements consistent with the provisions and intent of Section 12.3(g) (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.10, and the Required Lenders hereby expressly authorize the Agent to enter into any such Extension Amendment.

  • Modification, Amendment and Waiver The authority of the Trustees hereunder to authorize the Trust to enter into contracts or other agreements or arrangements shall include the authority of the Trustees to modify, amend, waive any provision of supplement, assign all or a portion of, novate, or terminate such contracts, agreements or arrangements. The enumeration of any specific contracts in this Section 5.12 shall in no way be deemed to limit the power and authority of the Trustees as otherwise set forth in this Declaration of Trust to authorize the Fund to engage, contract with or make payments to such Persons as the Trustees may deem desirable for the transaction of the business of the Fund.

  • Integration; Amendment This Agreement constitutes the entire agreement of the Parties relating to the subject matter hereof. There are no promises, terms, conditions, obligations, or warranties other than those contained herein. This Agreement supersedes all prior communications, representations, or agreements, verbal or written, among the Parties relating to the subject matter hereof. This Agreement may not be amended except in writing.