Amendments; Consents; Waivers Sample Clauses

Amendments; Consents; Waivers. No amendment or other modification of this Agreement or any schedule hereto shall be effective unless in a writing signed and delivered by both Parties hereto. Any consent or waiver required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent or waiver and shall be effective only against such Party (and its Group).

Amendments; Consents; Waivers. Except as otherwise set forth herein, Agent may (and upon the written request of the Required Lenders the applicable Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document. No modification, forbearance or waiver of compliance with any covenant, term or condition in this Agreement or any other Credit Document or any Default or Event of Default shall be binding upon all of the Lenders unless consented to in writing by the Required Lenders (as calculated pursuant to the respective Percentage Interests specified in Section 9.1 above (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any proposed action); provided, however, that without the written consent of each Lender (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below): (a) no reduction or waiver shall be made in (i) the amount of principal of any of the Loans, reimbursement obligations for payments made under Letters of Credit or any other payment obligations, (ii) interest rate on the Notes, (iii) the Letter of Credit issuance fees (excluding, however, Letter of Credit fronting and/or processing/application fees, the amount of which shall be within the reasonable discretion of each applicable Letter of Credit Issuer), or (iv) Commitment or non-usage fees; (b) no change shall be made in the stated time of payment of all or any portion of any of the Revolver Notes or interest thereon or reimbursement of payments made under Letters of Credit or fees relating to any of the foregoing payable to all of the Lenders and no waiver shall be made of any Default or Event of Default under Section 8.1(a); (c) subject to the provisions of Section 10.4, no increase shall be made in the amount, or extension of the term, of any of the Commitments or the Revolver Commitment Amount; (d) no alteration shall be made of Lenders' rights of set off contained herein or in the other Credit Documents, or of the pro rata sharing provisions of Section 9.5 or any waterfall, payment or distribution priority provisions of the Credit Documents; (e) no release of any Collateral, other than cash Collateral released in the ordinary course of business or sales of business ownership interests for fair value, shall be made in excess of $1,000,...

Amendments; Consents; Waivers. No waiver, modification, amendment or consent of or relating to this Agreement will be effective unless specifically made in writing and duly executed by the party to be bound thereby. No waiver of any term or condition of this Agreement, in any one or more instances, will constitute a waiver of the same term or condition of this Agreement on any future occasion.

Amendments; Consents; Waivers. This Agreement may be amended, modified and supplemented in any and all respects, but only by a written instrument signed by all of the parties hereto expressly stating that such instrument is intended to amend, modify or supplement this Agreement.

Amendments; Consents; Waivers. The holder or holders of at least two-thirds of the unpaid principal amount of the Note at the time outstanding may by written agreement with the Company and CEDS amend this Agreement, and any consent, notice, request, demand or waiver required or permitted to be given by the Purchaser or the holders of the Note by any provision hereof will be sufficient and binding on all holders of the Note if given in writing by the holder or holders of at least two-thirds of the unpaid principal amount of the Note at the time outstanding except that, without the written consent of the holder or holders of all the Notes at the time outstanding, no amendment to this Agreement will extend the maturity of any Note, or alter the rate of interest or any premium payable with respect to any Note, or affect the amount or timing of any required prepayments, or reduce the proportion of the principal amount of the Note required with respect to any consent. No waiver of any term or condition of this Agreement, in any one or more instances, will constitute a waiver of the same term or condition of this Agreement on any future occasion.

Amendments; Consents; Waivers. Except as otherwise set forth herein, the Agent may take or refrain from taking any action under this Agreement, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any breach, all of which actions shall be binding upon each of the Licensors; PROVIDED, HOWEVER, that, without the written consent of M.I.T.: (a) No reduction shall be made in the amounts payable pursuant to Section 3.1. (b) No amendment to or modification of, or waiver with respect to, Section 5.1(b) (relating to obligations with respect to M.I.T. Collaboration Licensed Patents) shall be made. (c) No amendment to or modification of Schedule 1.14 with respect to M.I.T. Collaboration Licensed Patents shall be made. (d) No amendment to or modification of this Section 10.3 shall be made.

Amendments; Consents; Waivers. The New PIK Notes shall vote or act together as a single class for purposes of all amendments, consents or waivers under the indenture for the New PIK Notes. “Change of Control Transaction” means (whether or not a “Change of Control” as defined in the New Notes Indenture), except for a transaction occurring while the Company is in bankruptcy or another insolvency proceeding, the consummation of: (i) any recapitalization, reclassification or change of the Common Units or similar transaction concerning the equity securities of Bondholder NewCo (other than changes resulting from a subdivision stock split or stock combination) as a result of which the Common Units would be is converted into, or exchanged for, stock, other securities, other property or assets; (ii) any equity interest exchange, consolidation or merger of Bondholder NewCo pursuant to which the Common Units will be converted into cash, securities or other property or assets; or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of Bondholder NewCo and its Subsidiaries, taken as a whole, to any person other than one of Bondholder NewCo’s Subsidiaries; (iv) the consummation of any transaction (including a merger or consolidation whether by operation of law or otherwise) as a result of which (a) the beneficial ownership of the equity securities of Bondholder NewCo (or of the equity interests of any entity succeeding Bondholder NewCo following the consummation of any such transaction) representing more than thirty-five percent (35.0%) of the voting power of Bondholder NewCo is vested in another person or group other than a Qualified Noteholder, or (b) the power to appoint the majority of the directors on the Board is transferred to a third party or (v) any Substantially Transformative Transaction (to be defined in a manner acceptable to the Company and Required Consenting Noteholders). For avoidance of doubt, any redemption of the New PIK Notes in Common Units at the election of Bondholder NewCo, on and after a Bondholder NewCo Option Event (defined herein) shall not constitute or result in a Change of Control Transaction. “Bondholder NewCo Option Event” means the earlier of (a) the date that is immediately prior to the closing or effective date of any Change of Control Transaction and (b) the date that is the fifth anniversary of the Effective Date; provided, however, that for so long as there is a Qualified N...

Amendments; Consents; Waivers. (a) This Agreement or any provision hereof may be amended or terminated by the agreement of the Company and the holders of a two-thirds majority of the outstanding shares of Series C Preferred Stock, and the observance of any provision of this Agreement that is for the benefit of the holders of Series C Preferred Stock may be waived (either generally or in a particular instance, and either retroactively or prospectively), and any consent, approval, or other action to be given or taken by the holders of Series C Preferred Stock pursuant to this Agreement may be given or taken by the waiver, consent, approval or other action of the holders of a two-thirds majority of the outstanding shares of Series C Preferred Stock on behalf of all of the holders of shares of Series C Preferred Stock; provided, however, that any Purchaser may in writing waive, as to itself only, the benefits of any provision of this Agreement. (b) No course of dealing between the Company and any of the Purchasers will operate as a waiver of any of the Company's or any Purchaser's rights under this Agreement. No waiver of any breach or default hereunder will be valid unless in a writing signed by the waiving party. No failure or other delay by any person in exercising any right, power, or privilege hereunder will be or operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Amendments; Consents; Waivers. Except as otherwise provided herein, this Agreement may not be modified, amended or supplemented, and no term or condition of this Agreement (including, without limitation, any term or condition set forth in the Plan Term Sheet) may be waived, without prior written consent of Xxxxxxxx and the Majority Consenting Noteholders; provided, however, that notwithstanding any provision in this Agreement to the contrary, any waiver, amendment or other modification to any term or condition of this Agreement (including, without limitation, any term or condition set forth in the Plan Term Sheet) that would materially, adversely and disproportionately affect one or more Consenting Noteholders as compared to all other Consenting Noteholders shall also require the prior written consent of each disproportionately affected Consenting Noteholder. Any Party’s failure, at any time or times, to require strict performance by the other Parties of any provision of this Agreement shall not waive, affect or diminish any right of such Party thereafter to demand strict compliance and performance therewith. Any suspension or waiver of a breach or other violation of this Agreement shall not suspend, waive or affect any other breach or violation whether the same is prior or subsequent thereto and whether the same or of a different type. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.

Amendments; Consents; Waivers. The Purchaser or Purchasers representing (i) at least 50% of the unpaid principal amount of the Notes at the time outstanding and (ii) at least 50% of the Preferred Shares at the time outstanding (the "Requisite Purchasers"), may by written agreement with the Loan Parties amend this Agreement. Any consent, notice, request, demand or waiver required or permitted to be given by the Purchasers by any provision hereof will be sufficient and binding on all Purchasers if given in writing by the Requisite Purchasers at the time outstanding except that, without the written consent of all the Purchasers, no amendment to this Agreement will extend the maturity of the Notes, alter the rate of interest or any premium payable with respect to the Notes, affect the amount or timing of any required prepayments, or reduce the proportion of the principal amount of the Notes required with respect to any consent. No waiver of any term or condition of this Agreement, in any one or more instances, will constitute a waiver of the same term or condition of this Agreement on any future occasion.