DISBURSEMENTS, EXPENSES AND DISBURSEMENTS
OF COUNSEL RETAINED BY AGENT OR ANY LENDER AND ALL FEES RELATED TO FILINGS,
RECORDING OF DOCUMENTS, SEARCHES, ENVIRONMENTAL ASSESSMENTS AND APPRAISAL
REPORTS, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREUNDER ARE CONSUMMATED.
21.
NO WAIVER.
NOTHING CONTAINED HEREIN CONSTITUTES AN AGREEMENT OR
OBLIGATION BY AGENT OR ANY LENDER TO GRANT ANY FURTHER AMENDMENTS TO THE LOAN
AGREEMENT OR ANY OF THE OTHER DOCUMENTS OVER THAN AS SET FORTH IN SECTION 14
HEREOF.
NOTHING CONTAINED HEREIN CONSTITUTES A WAIVER OR RELEASE BY AGENT OR
ANY LENDER OF ANY EVENT OF DEFAULT OR OF ANY RIGHTS OR REMEDIES AVAILABLE TO
AGENT OR ANY LENDER UNDER THE OTHER DOCUMENTS OR AT LAW OR IN EQUITY.
22.
INCONSISTENCIES. TO THE EXTENT OF ANY INCONSISTENCIES BETWEEN THE
TERMS AND CONDITIONS OF THIS AMENDMENT AND THE TERMS AND CONDITIONS OF THE LOAN
AGREEMENT OR THE OTHER DOCUMENTS, THE TERMS AND CONDITIONS OF THIS AMENDMENT
SHALL PREVAIL. ALL TERMS AND CONDITIONS OF THE LOAN AGREEMENT AND OTHER
DOCUMENTS NOT INCONSISTENT HEREWITH SHALL REMAIN IN FULL FORCE AND EFFECT AND
ARE HEREBY RATIFIED AND CONFIRMED BY BORROWER.
23.
BINDING EFFECT.
THIS AMENDMENT, UPON DUE EXECUTION HEREOF, SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
24.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES.
25.
SEVERABILITY.
THE PROVISIONS OF THIS AMENDMENT, THE LOAN
AGREEMENT AND ALL OF THE OTHER DOCUMENTS ARE DEEMED TO BE SEVERABLE, AND THE
INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE
REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.
25
26.
MODIFICATIONS.
NO MODIFICATION OF THIS AMENDMENT OR ANY OF THE
OTHER DOCUMENTS SHALL BE BINDING OR ENFORCEABLE UNLESS IN WRITING AND SIGNED BY
OR ON BEHALF OF THE PARTY AGAINST WHOM ENFORCEMENT IS SOUGHT.
27.
HEADINGS.
THE HEADINGS OF THE ARTICLES, SECTIONS, PARAGRAPHS AND
CLAUSES OF THIS AMENDMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT BE
DEEMED TO CONSTITUTE A PART OF THIS AMENDMENT.
28.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE THE SAME AGREEMENT.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have caused this Amendment to be executed the day and year first above written.
KENEXA TECHNOLOGY, INC.
By:
/S/ Donald F. Volk
Name/Title:
Chief Financial Officer
KENEXA CORPORATION
By:
/S/ Donald F. Volk
Name/Title:
Chief Financial Officer
NEXTWORX, INC.
By:
/S/ Donald F. Volk
Name/Title:
Chief Financial Officer
PNC BANK, NATIONAL ASSOCIATION,
as Agent and sole Lender
By:
/S/ Dan Takoushian
Name/Title:
Vice President
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EXHIBIT 2.1(a)
SEE ATTACHED
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