Amendment to the PSA Sample Clauses
The "Amendment to the PSA" clause establishes the process and requirements for making changes to the Purchase and Sale Agreement (PSA) after it has been executed. Typically, this clause specifies that any modifications must be made in writing and signed by all parties involved, ensuring that verbal agreements or informal changes are not legally binding. By formalizing the amendment process, this clause helps prevent misunderstandings and disputes by ensuring that all parties are aware of and agree to any changes to the original agreement.
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Amendment to the PSA. Notwithstanding anything in the PSA to the contrary, the Parties acknowledge and agree, solely with respect to the Additional Assets (as defined below), the following:
(a) The assets described in more details on Exhibit A attached hereto and any other assets Sellers acquired under those instruments described in more details on Exhibit B (collectively, the “Additional Assets”) shall be deemed “Additional Interests” for all purposes under the PSA.
(b) The conveyance to Buyer of the Additional Assets and the other assets associated thereto shall occur on December 21, 2017 (the “Second Closing Date”); provided that Buyer shall be entitled to, on or before 5:00 p.m. (Central Time) time on January 31, 2018 (the “Second Closing Defect Claim Date”), (A) conduct title review and environmental due diligence on all Additional Assets to be conveyed, and (B) assert any matter Buyer deems to constitute a Title Defect pursuant to procedures set forth in Section 10.1 of the PSA (which shall apply mutatis mutandis, except for Section 10.1(e) of the PSA) or an Environmental Defect pursuant to procedures set forth in Section 10.3 of the PSA (which shall apply mutatis mutandis, except for Section 10.3(c) of the PSA). Sellers shall be entitled to cure each Title Defect asserted under this Section 1(b) in accordance with Section 10.1(b). All uncured Title Defects and all Environmental Defects properly asserted under this Section 1(b) shall be taken into account (and adjustments made in respect thereof) to the fullest extent possible in accordance with Section 10.1 of the PSA and Section 10.3 of the PSA (including Buyer’s right under Section 10.3(b) of the PSA), as applicable.
(c) At Sellers’ request, Buyer will deliver the amount equal to (A) the aggregate Additional Interest Values attributable to the Additional Assets (the “Second Closing Purchase Price”), minus (B) One Million Dollars ($1,000,000.00) (the “Second Closing Escrow Amount”), in such amounts and to such accounts as Seller may designate in writing prior to December 21, 2017. On the Second Closing Date, Buyer shall deposit into the Escrow Account the Second Closing Escrow Amount.
(d) Within one (1) Business Day after Sellers make or fail to make an election to cure the asserted Title Defects under Section 10.1(b) of the PSA, the Parties shall jointly instruct the Escrow Agent to release (1) to Sellers, an amount, if positive, equal to (A) the Second Closing Escrow Amount, minus (B) the aggregate Title Defect Amount...
Amendment to the PSA. Notwithstanding anything in the PSA to the contrary, each Party hereby agrees that (i) Buyer is deemed to have made an election under Section 8.1 of the PSA to extend the Target Closing Date to December 8, 2017; (ii) Buyer shall, within one Business Day of the date hereof, deliver to Sellers an amount equal to Three Hundred Fifty Thousand Dollars ($350,000.00) by wire transfer of immediately available funds in accordance with the instructions set forth in Exhibit A hereto, which amount shall constitute the “Extension Payment” for all purposes under the PSA (including Section 8.1 thereof); (iii) Closing shall occur at the Houston office of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002, with all documents to be delivered at Closing pursuant to Section 8.3 of the PSA to be executed by each applicable Party on the day before the Closing Date at the foregoing location, which executed documents shall be held in escrow by ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP pending the occurrence of the Closing; and (iv) at the Closing, the Purchase Price shall be adjusted upward by the amount of the Extension Payment pursuant to Section 3.3(a)(vi) of the PSA and the Extension Payment shall be credited toward such Adjusted Purchase Price pursuant to Section 3.1 of the PSA.
Amendment to the PSA. In connection with the Additional Discretionary Sale contemplated by this Addendum 4, concurrent with the execution and delivery of this Addendum 4 by Optionor and Optionee and by no later than the Effective Date, Optionor and Optionee shall execute and deliver to Escrow Holder that certain Fifth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions (the "PSA Fifth Amendment"), in the form attached as Exhibit A and incorporated herein. The PSA, as amended by the New PSA Amendment, shall govern the sale of any Retained Residential Lots pursuant to the Additional Discretionary Sale contemplated by this Addendum 4.
Amendment to the PSA. (a) Schedule 4.4 to the PSA shall be amended by deleting the following item therein:
(b) Schedule 4.8 to the PSA shall be amended by deleting the following items therein:
Amendment to the PSA. Article I of the PSA is hereby amended by deleting the definition of Due Diligence Period in its entirety and replacing it with the following:
Amendment to the PSA. (a) Schedule 4.4 to the PSA shall be amended by deleting the following item therein: GGPA371002 Gas Gathering and Processing Agreement ETC Field Services LLC Armor Petroleum Inc. 9/1/2016 HBP
(b) Schedule 4.8 to the PSA shall be amended by deleting the following items therein: GGPA371002 Gas Gathering and Processing Agreement ETC Field Services LLC Armor Petroleum Inc. 9/1/2016 HBP JOA371006 Joint Operating Agreement BBM Drilling Company ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ et al 1/18/1967 HBP LA371001 Letter Agreement Armor Petroleum, Inc. Whitehorse Energy Delaware, LLC 6/27/2017 10/31/2017
Amendment to the PSA. Notwithstanding anything to the contrary in the PSA, including Section 9.5 of the PSA, the Parties agree that the following amendments to the PSA are made effective as of the Execution Date:
(a) Exhibit A to the PSA is hereby deleted in its entirety and replaced with Exhibit A attached hereto.
(b) Exhibit B to the PSA is hereby deleted in its entirety and replaced with Exhibit B attached hereto.
(c) Exhibit G-1 to the PSA is hereby deleted in its entirety and replaced with Exhibit G-1 attached hereto.
(d) Exhibit H-2 to the PSA is hereby deleted in its entirety and replaced with Exhibit H-2 attached hereto.
(e) Exhibit I to the PSA is hereby deleted in its entirety and replaced with Exhibit I attached hereto.
(f) Exhibit L-1 to the PSA is hereby deleted in its entirety and replaced with Exhibit L-1 attached hereto.
(g) Exhibit L-3 to the PSA is hereby deleted in its entirety and replaced with Exhibit L-3 attached hereto.
(h) Exhibit L-4 to the PSA is hereby deleted in its entirety and replaced with Exhibit L-4 attached hereto.
(i) Exhibit L-5 to the PSA is hereby deleted in its entirety and replaced with Exhibit L-5 attached hereto.
(j) Exhibit M to the PSA is hereby deleted in its entirety and replaced with Exhibit M attached hereto.
(k) Exhibit N-1 to the PSA is hereby deleted in its entirety and replaced with Exhibit N-1 attached hereto.
(l) Exhibit N-2 to the PSA is hereby deleted in its entirety and replaced with Exhibit N-2 attached hereto.
(m) Exhibit O-1 to the PSA is hereby deleted in its entirety and replaced with Exhibit O-1 attached hereto.
(n) Exhibit O-2 to the PSA is hereby deleted in its entirety and replaced with Exhibit O-2 attached hereto.
(o) References to Exhibit U in the PSA are hereby deleted in their entirety and replaced with “Reserved”.
(p) Schedule 3.1(b) attached hereto shall be added as a schedule to the PSA.
(q) Schedule 7.7 to the PSA is hereby deleted in its entirety and replaced with Schedule 7.7 attached hereto.
(r) Schedule 7.18 to the PSA is hereby deleted in its entirety and replaced with Schedule 7.18 attached hereto.
(s) Schedule 9.6 to the PSA is hereby deleted in its entirety and replaced with Schedule 9.6 attached hereto.
(t) Schedule 9.13 to the PSA is hereby deleted in its entirety and replaced with Schedule 9.13 attached hereto.
(u) Schedule ABEC to the PSA is hereby deleted in its entirety and replaced with Schedule ABEC attached hereto.
(v) Schedule I-2 to the PSA is hereby deleted in its entirety and replaced...
Amendment to the PSA. Section 5(d)(vii) of the PSA is hereby amended by deleting the words “the first Business Day that is fifteen (15) calendar days following the entry by the Bankruptcy Court of the Confirmation Order” and replacing such deleted words with “April 5, 2013”.