Common use of Amendments, Waivers and Remedies Clause in Contracts

Amendments, Waivers and Remedies. No waivers, amendments or modifications of this Agreement and other Transaction Documents shall be valid unless in writing and signed by FRANKEL. No waiver by FRANKEL of any Event of Default shall operate as a xxxxxx of any other Evexx xx Xefault or the same Event of Default on a future occasion. Neither the failure nor any delay on the part of FRANKEL in exercising any right, power, or privilege granted pursuaxx xx this Agreement and other Transaction Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege. All remedies available to FRANKEL with respect to this Agreement and other Transaction Documents and xxxxxxes available at law or in equity shall be cumulative and may be pursued concurrently or successively. TRANSACTION DOCUMENTS. The term "Transaction Documents" refers to the $1,500,000 note dated of even date herewith given by Nutritionary in favor of FRANKEL, the guaranty of dated of even date herewith given by AHDC in faxxx xx FRANKEL, the security agreement(s) dated of even date herewith given xx Xxxritionary and AHDC to FRANKEL, the pledge agreement dated of even date herewith given by Nuxxxxxxxary to FRANKEL, the Stock Purchase Agreement, the reimbursement and indemnificxxxxx xgreement dated of even date herewith given by Obligor in favor of FRANKEL, and all documents executed in connection with or related to suxx xxxxments or the Guaranteed Obligations and may include, without limitation, other guaranty agreements, security agreements, instruments, financing statements, mortgages, deeds of trust, deeds to secure debt, letters of credit and any amendments or supplements (excluding swap agreements as defined in 11 U.S. Code ss. 101).

Amendments, Waivers and Remedies. No waivers, amendments amendment or modifications waiver of any provision of this Agreement and other Transaction Documents or any Note, nor consent to any departure by the Company or an Eligible Subsidiary therefrom, shall in any event be effective unless the same shall be valid unless in writing and signed by FRANKELthe Majority Banks; provided, however, that unless approved in writing by all the Banks, no such amendment, waiver or consent shall (a) change the amount or date of payment of the principal of, or change the rate or extend the time of payment of interest on, any Revolving Note or Eurocurrency Note, or change the amount or extend the time of payment of any commitment fee due hereunder, (b) increase the Revolving Loan Commitments or the Eurocurrency Commitments, (c) change or affect the provisions of Section 2.06, (d) change or affect the definition of "Majority Banks," (e) subordinate the Notes in right of payment to any other indebtedness or obligation whatsoever, (f) waive any conditions specified in Article IV or (g) change or affect any provision of Section 10.02, this Article IX, or Section 10.04 or (h) release the Parent Guaranty. An amendment, waiver or consent which changes the amount or date of payment of the principal of, or changes the rate or extends the time of payment of, any Competitive Bid Note shall only require the consent of the holder thereof. Any such waiver, consent or approval shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company or an Eligible Subsidiary in any case shall entitle the Company or an Eligible Subsidiary to any other or further notice or demand in the same, similar or other circumstances. Each holder of any Note outstanding shall be bound by any modification, waiver or consent authorized by this Article IX, whether or not such Note shall have been marked to indicate such modification, waiver or consent. No waiver by FRANKEL the Agent or any Bank of any Event breach or default of Default or by the Company or an Eligible Subsidiary under this Agreement shall operate as be deemed a xxxxxx waiver of any other Evexx xx Xefault previous breach or the same Event of Default on a future occasion. Neither the failure nor default or any delay on the part of FRANKEL in exercising any right, power, or privilege granted pursuaxx xx this Agreement and other Transaction Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege. All remedies available to FRANKEL with respect to this Agreement and other Transaction Documents and xxxxxxes available at law or in equity shall be cumulative and may be pursued concurrently or successively. TRANSACTION DOCUMENTS. The term "Transaction Documents" refers to the $1,500,000 note dated of even date herewith given by Nutritionary in favor of FRANKEL, the guaranty of dated of even date herewith given by AHDC in faxxx xx FRANKEL, the security agreement(s) dated of even date herewith given xx Xxxritionary and AHDC to FRANKEL, the pledge agreement dated of even date herewith given by Nuxxxxxxxary to FRANKEL, the Stock Purchase Agreement, the reimbursement and indemnificxxxxx xgreement dated of even date herewith given by Obligor in favor of FRANKEL, and all documents executed in connection with or related to suxx xxxxments or the Guaranteed Obligations and may include, without limitation, other guaranty agreements, security agreements, instruments, financing statements, mortgages, deeds of trust, deeds to secure debt, letters of credit and any amendments or supplements (excluding swap agreements as defined in 11 U.S. Code ss. 101)thereafter occurring.

Amendments, Waivers and Remedies. No waivers, amendments or modifications of this Agreement Guaranty and other Transaction Documents shall be valid unless in writing and signed by FRANKEL. No waiver by FRANKEL of any xx xxx Event of Default shall operate as a xxxxxx waiver of any other Evexx xx Xefault Event of Default or the same Event of Default on a future occasion. Neither the failure nor any delay on the part of FRANKEL in exercising any rightxxxxx, power, or privilege granted pursuaxx xx pursuant to this Agreement Guaranty and other Transaction Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege. All remedies available to FRANKEL with respect to this Agreement Gxxxxxxx and other Transaction Documents and xxxxxxes remedies available at law or in equity shall be cumulative and may be pursued concurrently or successively. TRANSACTION DOCUMENTS. The term "Transaction Documents" refers to this Guaranty, the $1,500,000 note dated of even date herewith given by Nutritionary Borrower in favor of FRANKEL, the guaranty of dated security agreemxxxx xxted of even date herewith given by AHDC in faxxx xx FRANKELBorrower and Guarantor to FRANXXX, the security agreement(s) dated of xxx pledge agreement xxxxx xf even date herewith given xx Xxxritionary and AHDC by Borrower to FRANKEL, the pledge Stock Purchase Xxxxxxxnt, the reimbursement and indemnification agreement dated of even date herewith given by Nuxxxxxxxary to FRANKEL, the Stock Purchase Agreement, the reimbursement Borrower and indemnificxxxxx xgreement dated of even date herewith given by Obligor Guarantor in favor of FRANKELfavxx xx XXANKEL, and all documents executed exxxxxxx in connection with or related to suxx xxxxments such documents or the Guaranteed Obligations and may include, without limitation, other guaranty agreements, security agreements, instruments, financing statements, mortgages, deeds of trust, deeds to secure debt, letters of credit and any amendments or supplements (excluding swap agreements as defined in 11 U.S. Code ss. 101).

Amendments, Waivers and Remedies. No waivers, amendments or modifications of this Agreement and other Transaction Documents shall be valid unless in writing and signed by FRANKELSIMON. No waiver by FRANKEL SIMON of any Event of Default shall operate as a xxxxxx waiver of any other Evexx xx Xefault Event of Default or the same Event of Default on a future occasion. Neither the failure nor any delay on the part of FRANKEL SIMON in exercising any right, power, or privilege granted pursuaxx xx pursuant to this Agreement and other Transaction Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege. All remedies available to FRANKEL SIMON with respect to this Agreement and other Transaction Documents and xxxxxxes remedies available at law or in equity shall be cumulative and may be pursued concurrently or successively. TRANSACTION DOCUMENTS. The term "Transaction Documents" refers to the $1,500,000 note dated of even date herewith given by Nutritionary in favor of FRANKELSIMON, the guaranty of dated of even date herewith given by AHDC in faxxx xx FRANKELfavor of SIMON, the security agreement(s) dated of even date herewith given xx Xxxritionary by Nutritionary and AHDC to FRANKELSIMON, the pledge agreement dated of even date herewith given by Nuxxxxxxxary Nutritionary to FRANKELSIMON, the Stock Purchase Agreement, the reimbursement and indemnificxxxxx xgreement indemnification agreement dated of even date herewith given by Obligor in favor of FRANKELSIMON, and all documents executed in connection with or related to suxx xxxxments such documents or the Guaranteed Obligations and may include, without limitation, other guaranty agreements, security agreements, instruments, financing statements, mortgages, deeds of trust, deeds to secure debt, letters of credit and any amendments or supplements (excluding swap agreements as defined in 11 U.S. Code ss. 101).

Amendments, Waivers and Remedies. No waivers, amendments or modifications of this Agreement Guaranty and other Transaction Documents shall be valid unless in writing and signed by FRANKELSIMON. No waiver by FRANKEL SIMON of xxx Xvent of Default xxxxl operate as a waiver of any other Event of Default shall operate as a xxxxxx of any other Evexx xx Xefault or the same Event of Default on a future occasion. Neither the failure nor any delay on the part of FRANKEL SIMON in exercising any right, powerxxxer, or privilege granted pursuaxx xx pursuant to this Agreement Guaranty and other Transaction Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege. All remedies available to FRANKEL SIMON with respect to this Agreement Guxxxxxy and other Transaction Documents and xxxxxxes remedies available at law or in equity shall be cumulative and may be pursued concurrently or successively. TRANSACTION DOCUMENTS. The term "Transaction Documents" refers to this Guaranty, the $1,500,000 note dated of even date herewith given by Nutritionary Borrower in favor of FRANKELSIMON, the guaranty of dated thx xxxxxity agreemenxx xated of even date herewith given by AHDC in faxxx xx FRANKELBorrower and Guarantor to SIMXX, the security agreement(s) dated xxx pledge agreement xxxxd of even date herewith given xx Xxxritionary and AHDC by Borrower to FRANKELSIMON, the pledge Stoxx Xxxxhase Agreement, the reimbursement and indemnification agreement dated of even date herewith given by Nuxxxxxxxary to FRANKEL, the Stock Purchase Agreement, the reimbursement Borrower and indemnificxxxxx xgreement dated of even date herewith given by Obligor Guarantor in favor of FRANKELfavxx xx XXMON, and all documents executed exexxxxx in connection with or related to suxx xxxxments such documents or the Guaranteed Obligations and may include, without limitation, other guaranty agreements, security agreements, instruments, financing statements, mortgages, deeds of trust, deeds to secure debt, letters of credit and any amendments or supplements (excluding swap agreements as defined in 11 U.S. Code ss. 101).

Amendments, Waivers and Remedies. No waiversAny term, amendments covenant, agreement or modifications condition of this Agreement or any other Loan Document may be amended or waived, and any consent under this Agreement or any other Transaction Documents shall Loan Document may be valid unless given, if such amendment, waiver or consent is in writing and is signed by FRANKEL. No Borrower or Blended SPV, as applicable, Administrator, Collateral Agent and either (i) the Required Lenders (and only if applicable pursuant to the terms hereof, IBank) or (ii) the Administrative Agent with the consent of the Required Lenders (and only if applicable pursuant to the terms hereof, IBank), and each such waiver by FRANKEL or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent shall: (a) waive any condition set forth in Sections 4.1 or 4.2 without the written consent of each Lender (except that a Lender can waive any such condition as to itself); (b) extend or increase the Commitment of any Event Lender (or reinstate any Commitment terminated pursuant to Section 6.2) without the written consent of Default shall operate as such Lender; (c) change Section 2.7(a) or postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (e) change (i) Section 6.3 or (ii) Section 2.8(d) in a xxxxxx manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; (f) change any provision of this Section or the definition of “Required Lenders” or “PRI Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; and, provided, further, that (i) the Arranger Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (ii) no amendment, waiver or consent shall, unless signed by the Arranger in addition to the Lenders required above, affect the rights or duties of Arranger, under this Agreement or any other Evexx xx Xefault Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the same Event consent of Default on all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (g) change (i) Section 2.4, (ii) the first paragraph of Section 5.1, (iii) Section 5.1(a)(i), (ii), (iii) and (v), (iv) Section 5.1(m) (v) the first paragraph of Section 5.2, or (vi) this Section 8.4, without the written consent of each Lender;2 (h) change (i) Section 3.25, (ii) Section 5.1(a)(vi), (iii) Section 5.1(g)(v), (iv) Section 5.1(m), (v) Section 5.2(j)(ii) or (vi) Section 6.4 without the written consent of each PRI Lender; (i) release Borrower or Blended SPV from all of its obligations under the Loan Documents to which it is a future occasion. Neither party, without the failure nor written consent of each Lender; (j) release all or substantially all the Collateral from the Liens of the Loan Documents other than as expressly provided in the Downstream Loan Agreement, without the written consent of each Lender; and (k) adversely affect the rights of any delay Lender in a manner disproportionate to any adverse effect such amendment, waiver, or consent would have on the part rights of FRANKEL in exercising any right, power, or privilege granted pursuaxx xx this Agreement and the other Transaction Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or Lenders without the exercise written consent of any other right, power or privilege. All remedies available to FRANKEL with respect to this Agreement and other Transaction Documents and xxxxxxes available at law or in equity shall be cumulative and may be pursued concurrently or successively. TRANSACTION DOCUMENTS. The term "Transaction Documents" refers to the $1,500,000 note dated of even date herewith given by Nutritionary in favor of FRANKEL, the guaranty of dated of even date herewith given by AHDC in faxxx xx FRANKEL, the security agreement(s) dated of even date herewith given xx Xxxritionary and AHDC to FRANKEL, the pledge agreement dated of even date herewith given by Nuxxxxxxxary to FRANKEL, the Stock Purchase Agreement, the reimbursement and indemnificxxxxx xgreement dated of even date herewith given by Obligor in favor of FRANKEL, and all documents executed in connection with or related to suxx xxxxments or the Guaranteed Obligations and may include, without limitation, other guaranty agreements, security agreements, instruments, financing statements, mortgages, deeds of trust, deeds to secure debt, letters of credit and any amendments or supplements (excluding swap agreements as defined in 11 U.S. Code ss. 101)such Lender.