Amendment to Article VIII. Article VIII of the Credit Agreement is hereby amended as follows:
Amendment to Article VIII. New Section 8.20 is hereby added to Article VIII to read in its entirety as follows:
Amendment to Article VIII. A new Section 8.16 is hereby added to the Credit Agreement as follows:
Amendment to Article VIII. Article VIII is hereby amended by (a) replacing the phrase “the Borrower covenants and agrees with the Administrative Agent and the Lenders that:” immediately before Section 8.01 with the phrase “The Borrower (and each Parent Guarantor, in the case of Section 8.01, Section 8.02 and Section 8.21) covenants and agrees with the Administrative Agent and the Lenders that:” and (b) adding a new Section 8.21 to read as follows:
Amendment to Article VIII. Article VIII (“The Administrative Agent”) of the Credit Agreement is amended by adding a new Section 8.11 (“Fourth Amendment Arranger”) as follows:
Amendment to Article VIII. Article VIII of the Agreement is hereby amended by (a) replacing the word “The” with the word “A” and (b) replacing the phrase “the consent of the Member” with the phrase “the unanimous consent of any other Member or Members.”
Amendment to Article VIII. The following is added as a new Section 8.29 of the Merger Agreement titled “Non-Redemption and Financing Transactions”:
Amendment to Article VIII. The following is added as a new Section 8.30 of the Merger Agreement titled “Post-Closing Payments”: As soon as practicable after the Closing Date, the PubCo board of directors will determine the amount of the net profits generated by the Company and its Subsidiaries during the period from April 1, 2022 through the month end immediately prior to the Closing Date (the “Shareholder Payment Period”) based on the financial statements covering the Shareholder Payment Period (such amount as determined by the PubCo board of directors, the “Shareholder Payment”). Within five (5) Business Days after the PubCo board of directors has determined the Shareholder Payment, PubCo shall make the Shareholder Payment to the Company Shareholder by wire transfer of immediately available funds; provided that if after making the Shareholder Payment, PubCo would have an amount of cash less than the sum of (i) three million dollars ($3,000,000) plus (ii) the Net Closing Proceeds (such amount of cash, the “Minimum Liquidity”), the Company shall only pay to the Company Shareholder such portion of the Shareholder Payment so that PubCo maintains its Minimum Liquidity, or such other amount higher than the Minimum Liquidity as agreed to by the Company Shareholder and the PubCo board of directors, immediately following such payment, with the remainder of the Shareholder Payment to be paid to the Company Shareholder in exchange for a lump sum non-interest bearing note with a maturity date as of the one (1) year anniversary of the Closing Date.
Amendment to Article VIII. Article VIII of the Contract, Contract Representatives, is hereby amended by replacing Xxxxx Xxxxxxx with Xxx Xxx as the new HHSC Contract Representative. Xx. Xxx’x contact information is as follows: HHSC Health and Human Services Commission Alternatives to Abortion Program Address: 000 X. 00xx Xxxxxx, Building 555 Mail Code 2010 Austin, TX 78751 Attention: Xxx Xxx Tel: (000) 000-0000 Email: Xxx.Xxx@xxxx.xxxxx.xx.xx
Amendment to Article VIII. Article VIII of the Credit Agreement is hereby amended by adding the following paragraphs immediately after the third paragraph of such Article VIII (and, for the avoidance of doubt, the existing paragraphs four through nine of such Article VIII shall become paragraphs fifteen through twenty): “The Administrative Agent will not be required to take any action that is contrary to applicable law or any provision of this Agreement or the other Loan Documents. The Administrative Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants, appraisers or other experts or advisors selected by it in good faith as it may reasonably require and will not be responsible for any misconduct or negligence on the part of any of them, so long as they are appointed with due care. No provision of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby shall require the Administrative Agent to: (A) expend or risk its own funds or provide indemnities in the performance of any of its duties hereunder or the exercise of any of its rights or power or (B) otherwise incur any financial liability in the performance of its duties or the exercise of any of its rights or powers except for such liability, if any, arising out of the Administrative Agent’s gross negligence or willful misconduct in the performance of its duties hereunder as determined by a final non-appealable judgment of a court of competent jurisdiction. The Administrative Agent shall not be responsible for (A) perfecting, maintaining, monitoring, preserving or protecting the security interest or Lien granted under this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, (B) the filing, re-filing, recording, re-recording or continuing or any document, financing statement, mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times or (C) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect to any of the Collateral. Lenders shall be responsible for assuring themselves with respect to the completion or satisfaction of the actions described in items (A) through (C) whether carried out by Borrowers or Lenders. The Administrative Agent shall not be required to qualify in any jurisdiction ...
