[Section 5.6] of the Portal Agreement is further amended by the addition of the following new [Section 5.6(d)]:
[Schedule 5.21] contains a complete and accurate list of all employee benefit plans, funds, policies, programs, contracts, arrangements or practices of any kind (including any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any employment, consulting or personal services contracts # sponsored, maintained or contributed to by the Company or to which the Company is a party, # covering or benefiting any current or former officer, employee, agent, director or independent contractor of the Company (or any dependent or beneficiary of any such individual), or # with respect to which the Company has (or could have) any obligation or liability (each, an “Employee Benefit Plan”). There has been no amendment, interpretation or other announcement (written or oral) by the Company, any corporation, partnership, limited liability company, sole proprietorship, trade, business or other entity or organization that, together with the Company, is or was treated as a single employer under [Section 414(b), (c), (m) or (o)])])])] of the Code (each, an “ERISA Affiliate”) or any other person relating to, or change in participation or coverage under, any Employee Benefit Plan that, either alone or together with other such items or events, could materially increase the expense of maintaining such Employee Benefit Plan (or the Employee Benefit Plans taken as a whole) above the level of expense incurred with respect thereto for the most recent fiscal year included in the Financial Statements. Neither the Company nor any ERISA Affiliate has any agreement, arrangement, commitment or obligation to create, enter into or contribute to any additional Employee Benefit Plan, or to modify or amend any existing Employee Benefit Plan. The terms of each Employee Benefit Plan permit the Company to amend or terminate such Employee Benefit Plan at any time and for any reason without penalty and without material liability or expense. None of the rights of the Company under any Employee Benefit Plan will be impaired in any way by this Agreement or the consummation of the transactions contemplated by this Agreement.
[Section 5.1] (Commercial Diligence) of the License Agreement. [Section 5.1] of the License Agreement is hereby amended and restated to read in its entirety as follows:
[Section 5.2] (Milestones and Fees for Development of Licensed Products) of the License Agreement. [Section 5.2] of the License Agreement is hereby amended and restated to read in its entirety as follows:
[Section 5.2] of the Plan is hereby deleted in its entirety and replaced with the following:
[Section 5.16(g)] of the Warrant is hereby amended and restated in its entirety as follows:
[Section 5.13(a)] of the Existing Credit Agreement is hereby amended by adding the parenthetical “(without giving effect to the increased maximum Consolidated Net Leverage Ratio levels permitted during the Covenant Relief Period set forth in [Section 9.11(b)])” immediately following the reference to “[Section 9.11]” in proviso # of such Section.
[Section 5.01(g)] of the Credit Agreement is hereby amended by adding the words “non-delinquent” before the word “premiums” in clause (iii) thereof.
[Section 5.6] of the Credit Agreement is hereby amended to read in its entirety as follows:
[Section 5.21(l)] of the Permal Disclosure Schedule sets forth which of the Permal Entities are “controlled foreign corporations” as defined in section 957(a) of the Code.
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