6 Waivers
6 Waivers Sample Clauses
Related to 6 Waivers
Non-Waivers A failure or delay of either Party to enforce any of the provisions hereof, to exercise any option which is herein provided, or to require performance of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or options, and each Party, notwithstanding such failure, shall have the right thereafter to insist upon the performance of any and all of the provisions of this Agreement.
Limited Waivers The undersigned, constituting the Required Holder under the SPA, hereby waives: (a) each of the covenants or other provisions or agreements identified on Exhibit 1 attached to this Amendment and Waiver, solely to the extent described on Exhibit 1. Each such respective waiver shall remain effective only if the Issuer complies with the applicable respective restated obligation (if any) specified therefor on Exhibit 1; and (b) any Default or Event of Default in connection with Sections 6.01(h), (i), (k), (m), (s), (aa), (ee), (ii), (jj), (kk), (mm), and (oo), 7.01(b), 7.03 and 9.01(n) of the SPA arising from, or in connection with, the incurrence or existence of any VAT Liability of FFN, the Issuer or any Subsidiary of FFN or the Issuer through the Second Amendment Effective Date (with no cure being required) that relates to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008. (c) The parties hereto agree and acknowledge that (i) for purposes of Section 9 of the Seller Note Subordination Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Interactive Agent for purposes of Section 9 of the Seller Note Subordination Agreement with respect to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes, (ii) for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Lien Collateral Agent for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement with respect to the modifications set forth in the waiver from the holders of the Second Lien Notes dated as of the Second Amendment Effective Date (the “Second Lien Waiver”), (iii) the Required Holders of this Amendment and Waiver and the holders of the Second Lien Notes pursuant to the Second Lien Waiver in their capacity as Second Lien Claimholders consent to the modification of the Subordinated Notes for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement (for the avoidance of doubt, the Required Holders make no representation or warranty as to whether such consent is sufficient for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement), and (iv) payment of the amendment and waiver fees pursuant to the Other Waivers, payment in kind of any interest on the Subordinated Notes or payment in kind of any interest to be paid pursuant to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes are not subject to the payment subordination provisions of Section 4.1 of the PMGI Senior Lien Intercreditor Agreement or Section 4.1 of the Interactive First Lien Intercreditor Agreement; provided, for the avoidance of doubt, that no interest on the Subordinated Notes or the Seller Notes will be paid in cash until the prior repayment in full in cash of the Notes.
Certain Waivers Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.
General Waivers Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand or action on delinquency, protest, the benefit of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other guarantor of the Guaranteed Obligations, or any other Person.
Severability; Waivers If any part of this Agreement is not enforceable, the rest of the Agreement may be enforced. The Bank retains all rights, even if it makes a loan after default. If the Bank waives a default, it may enforce a later default. Any consent or waiver under this Agreement must be in writing.
Amendment; Waivers This Agreement may be amended, modified or supplemented only by an instrument in writing executed by all the parties hereto. Any waiver of any terms and conditions hereof must be in writing, and signed by the parties hereto. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms and conditions hereof.
Amendments; Waivers No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and each Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.
Landlord Waivers; Bailee Waivers In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will first receive the written consent of Collateral Agent and, in the event that the Collateral at any new location is valued in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be.
Amendment; Waivers, etc No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.
CONSENTS, AMENDMENTS, WAIVERS, ETC Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
