(b) of the Purchase Agreement. Section 9.1(b) of the Purchase Agreement is hereby amended and restated in its entirety as follows:
(b) of the Purchase Agreement. Section 7.1(b) of the Purchase Agreement is hereby amended by adding the following the following at the end thereof: “Notwithstanding anything to the contrary in this Section 7.1(b), the representation and warranties in Section 2.22 shall survive indefinitely.”
(b) of the Purchase Agreement. Section 8.01(b) of the Purchase Agreement is amended by deleting it in its entirety and substituting the following therefor:
(b) of the Purchase Agreement. The reference to “April 15, 2017” in Section 1.4(b) of the Purchase Agreement, as amended by the First Amendment, is hereby replaced with “October 15, 2017”.
(b) of the Purchase Agreement. Section 1.01(b) of the Purchase Agreement is hereby amended by (a) deleting the words “Company 401(k) Plan,” “Company Securities,” “Distributed Assets,” “Option Plan” and “Option” and the related section references therefrom and (b) adding, in alphabetical order within Section 1.01(b), the words “Assignment and Assumption Agreement,” “Amendment,” “Assignment,” “Authorizations,” “Consent,” “Consent Agreement,” “401(k) Plan,” “Gas Company Sale” and “Retained Assets” with the appropriate section references.
(b) of the Purchase Agreement. Section 2.02(b) of the Purchase Agreement is hereby amended by deleting the words thereof in their entirety and replacing such words with the words “Seller shall cause to be delivered to Buyer an agreement of assignment assigning to Buyer or its designee all of CNG’s right, title and interest to the Interests.”
(b) of the Purchase Agreement. Section 3.14(b) of the Purchase Agreement is hereby amended by deleting the words “Distributed Assets” appearing therein and replacing them with the words “Retained Assets”.
(b) of the Purchase Agreement. The following is hereby added at the end of Section 4.5(b): The Parties acknowledge and agree that, notwithstanding anything set forth in this Agreement, (x) the rights of the Purchaser Indemnified Parties to indemnification under Section 10.2(e) shall include the right to indemnification for Losses resulting from any challenge by a Tax Authority of or any other dispute with a Tax Authority related to the Seller’s Capital Gain Amount, including a challenge based on the lack of registration of the Corporate Documents (as such term is defined in Section 7.4(c) hereof) at Closing, and (y) such indemnification shall not be negated or otherwise limited by the failure to register the Corporate Documents or any omission from or action taken by or at the direction of Purchaser in furtherance of registering the Corporate Documents. For the avoidance of doubt, the Parties also agree that the Purchaser’s Indemnified Parties Losses will not include the amount actually withheld by Purchaser at the Closing with respect to the Seller’s Capital Gain Amount pursuant to this Section 4.5(b) in order to avoid double counting such amount.
(b) of the Purchase Agreement. Section 1.7(b) of the Purchase Agreement is hereby amended by deleting the phrase “At least five (5) Business Days prior to the Closing,” appearing at the beginning of such Section 1.7(b) and inserting in lieu thereof the phrase “At least three (3) Business Days prior to the Closing”.
(b) of the Purchase Agreement. Section 7.1(b) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: “From the Effective Date until the earlier of (i) twenty-five (25) days from the Petition Date, or (ii) the entry of the Bidding Procedures Order by the Bankruptcy Court, Sellers shall not, and shall cause their respective Affiliates and Representatives to not, directly or indirectly, (i) solicit, initiate or induce the making, submission or announcement of, or knowingly encourage, an Acquisition Proposal; (ii) furnish to any Person (other than Purchaser or any of its designees) any nonpublic information relating to the Sell Side Companies, or afford to any Person (other than Purchaser or any of its designees) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Sell Side Companies, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, an Acquisition Proposal, or any inquiries that would reasonably be expected to lead to an Acquisition Proposal, (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal, or (iv) enter into any Contract relating to an Acquisition Proposal; provided, however, that notwithstanding the foregoing, during the period beginning on the Petition Date until the earlier of (i) twenty-five (25) days after the Petition Date, or (ii) entry of the Bidding Procedures Order by the Bankruptcy Court, Sellers, their respective Affiliates and Representatives may market the Sellers’ assets for sale, may provide all information provided to Purchaser and its Representatives relating to the Sell Side Companies to any of the Sale Process NDA Parties and any other Person that, prior to such disclosure, has executed a confidentiality agreement substantially similar to that executed by the Sale Process NDA Parties, in connection with considering an Acquisition Proposal and Sellers and their respective Affiliates and Representatives may participate or engage in discussions with such Persons and their respective Representatives with respect to such information, but may not engage in negotiations for or knowingly encourage an Acquisition Proposal with such Persons and their respective Representatives.”
