Amendment to Purchase Agreement Sample Clauses
An amendment-to-purchase-agreement clause establishes the process and requirements for making changes to an existing purchase agreement. Typically, this clause specifies that any modifications must be made in writing and agreed upon by all parties involved, ensuring that verbal agreements or informal changes are not legally binding. Its core practical function is to maintain clarity and prevent disputes by ensuring that all alterations to the original contract are documented and mutually acknowledged.
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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. Effective as of the date hereof, the Purchase Agreement is hereby amended as follows:
Amendment to Purchase Agreement. The Purchase Agreement is hereby amended in the following manner:
Amendment to Purchase Agreement. (a) Section 1.7(a) of the Purchase Agreement is hereby amended by deleting the third sentence thereof and substituting in lieu thereof the following: "At the Closing, Purchasers shall deliver $150,000 (collectively, the "Balance Sheet Adjustment Escrow Account") to the Escrow Agent, to be held pursuant to the terms of the Escrow Agreement, in substantially the form of Exhibit C attached hereto (the "Escrow Agreement")."
(b) The Purchase Agreement and all Schedules and Exhibits thereto are hereby amended to delete therefrom all references to LifeStart Clinic, Inc. and the Administrative Services Agreement, dated as of March 29, 1996, by and between Apogee Services, Inc. and LifeStart Clinic, Inc. (the "LifeStart Agreement") and related working capital (together, the "Lifestart Practice"), and all references in the Purchase Agreement to "22" behavioral health care practices are amended to read "21" behavioral health care practices. Section 1.6 of the Purchase Agreement is hereby amended to reduce the Purchase Price for the Transferred Assets by the amount of $600,000 in cash to $26,400,000. In addition, for a period of one year from the date hereof, the Warrant shall not be exercisable with respect to 170,000 of the Common Units covered thereby, and at the end of such year the Warrant shall automatically be cancelled as to 170,000 Common Units if the option hereinafter described in this paragraph has not been exercised by Purchasers. In the event that, within one year from the date hereof, Sellers receive from an independent third party, a bona fide offer to purchase the LifeStart Practice which Sellers intend to accept (the "Third Party Offer"), Sellers shall so notify Purchasers in writing (and in such notice shall state the name of such party, the amount of the offer and the terms and conditions applicable thereto) and Purchasers shall have the right and option to purchase the LifeStart Practice from Sellers for a price equal to the lesser of (i) the Third Party Offer and (ii) 4.57 times the Operating Profit of the LifeStart Practice based on the twelve-month period prior to the date of the notice of the Third Party Offer; provided, however, Purchasers shall not assume any earnout liabilities related to the LifeStart Practice. Such option shall be exercised, if at all, by Purchasers giving written notice to Sellers of the election to exercise the option with forty-five (45) days of Sellers written notice. Sellers shall convey the LifeStart Agreement and o...
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. The Agreement shall be amended and supplemented by deleting Section 6.04 therein in its entirety and replaced with the following:
Amendment to Purchase Agreement. The Company and the Investors hereby agree to amend and restate Section 4(k) of the Purchase Agreement to read as follows (emphasis added):
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 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. 1.01 The parties hereto acknowledge and agree that Schedule 3.1(j) of the Purchase Agreement is hereby amended by adding the following paragraph (7) at the end thereof: 2 2