Conditional Waiver. Subject to the conditions set forth in this Agreement, upon receipt by Bank of (i) a Compliance Certificate in form and substance acceptable to Bank for the period ending September 30, 2018 which indicates that no Event of Default has occurred and (ii) evidence satisfactory to Bank demonstrating that Borrower has received, on or prior to the expiration of the Forbearance Period, net proceeds of at least Five Million Dollars ($5,000,000) in connection with either the issuance of additional equity interests of Borrower, additional prepayment tranches from BASF in an amount not to exceed Five Million Dollars ($5,000,000) (the “Additional BASF Indebtedness”), or the incurrence of Subordinated Debt (the “Capital Raise”), then at such time the Resulting Default shall be deemed waived by Bank without any further action by Borrower or Bank and the terms of this Agreement shall no longer apply. Bank consents to the Borrower incurring the Additional BASF Indebtedness and acknowledges that the Additional BASF Indebtedness shall constitute “Permitted Indebtedness” under the Loan Agreement. Notwithstanding anything to the contrary contained herein, the Resulting Default shall not be waived if (x) the Compliance Certificate for the period ending September 30, 2018 (i) is not timely received by Bank, (ii) indicates that an Event of Default has occurred, or (iii) is not in form and substance acceptable to Bank, or (y) the Capital Raise is not timely consummated. Borrower hereby acknowledges and agrees that except as specifically provided in this Section 6, nothing in this section or anywhere in this Agreement shall be deemed or otherwise construed as a waiver by Bank of any of its rights and remedies pursuant to the Loan Documents, applicable law or otherwise.
Conditional Waiver a. The Buyers hereby waive any existing Event of Default under the Transaction Documents that does not, directly or indirectly, have a material negative impact on the Buyers’ security interest in the collateral or other properties of the Company in which it has a security interest, or have a material negative impact in the Buyers’ priority of payment under the Debentures.
b. The Company hereby represents and warrants to the Buyers that it has no knowledge of any material Defaults or Events of Default under the Transaction Documents.
c. The waivers granted by the Buyers in favor of the Company that are contained in this Agreement shall be null and void in the event the Company has breached its representation in Section 4(b).
Conditional Waiver. Subject to the satisfaction of Section 5 below, upon the completion of a Successful Equity Offering (as defined in the Loan Agreement after giving effect to this Agreement), as determined by Agent in its sole discretion, Agent and Lenders hereby waive the Existing Defaults. Notwithstanding the foregoing, the conditional waiver of the Existing Defaults set forth above does not establish a course of conduct between Borrowers, Agent and Lenders and the Borrowers hereby agree that Agent and Lenders are not obligated to waive any future Events of Default under the Loan Agreement or the Other Documents.
Conditional Waiver. Effective as of the fifth (5th) business day following the satisfaction of all of the conditions set forth in Section 6.01 and Section 6.02 (other than those conditions that by their nature are to be satisfied at the Closing, provided that the Company is able to satisfy such conditions on such fifth (5th) business day) (such date, the “Ready Date”) and only if the Ready Date occurs prior to April 14, 2006, then with respect to the time period between the Ready Date and the Effective Time (the “Waiver Period”), Parent and Merger Sub shall be deemed to have waived the further application of the conditions set forth in Section 6.02(a) (except to the extent relating to any Identified Company Representation identified in clause (ii) or (iii) of the definition of the term Identified Company Representation in Section 6.02(a)) and Section 6.02(d), in either case, only with respect to any circumstance, effect, event or change first arising during the Waiver Period.
Conditional Waiver. Subject to Section 2.2 and Section 2.3, each Other Major Preferred Holder hereby agrees to vote the Shares that such Other Major Preferred Holder owns or over which such Other Major Preferred Holder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) to waive the Special Mandatory Conversion and any Pay-to-Play Provisions that may be implemented in the future, if any, in connection with Future Financings (the “Conditional Waiver”).
Conditional Waiver. Notwithstanding any other provision of this Waiver or any provision of the 2014 Indenture, the Covenant Waiver provided for herein is a conditional waiver, which shall terminate upon the earlier of April 30, 2012 or any termination of this Waiver pursuant to section 7 hereof. Upon any such termination of this Waiver, the Trustee and/or the holders of 25% of the 2014 Notes shall have the full, complete and unconditional right and authority, exercisable at any time in their discretion, to issue a Notice of Default in respect of the Financial Reporting Covenant Default and any related cross-defaults.
Conditional Waiver. Landlord and Tenant hereby release each other and their respective Agents from any and all claims or demands of damage, loss, expense or injury to the Premises, the Property, the furnishings and fixtures and equipment or inventory or other property of either Landlord or Tenant in, about or upon the Property, which is caused by or results from perils or events which are the subject of insurance carried by the parties in force at the time of such loss; provided, however, that such waiver shall be effective only to the extent permitted by the insurance covering such loss and to the extent insurance coverage is not prejudiced thereby. Each party shall cause each insurance policy it obtains to provide that the insurer waives all right of recovery by way of subrogation against either party in connection with damage covered by such policy,
Conditional Waiver. A. Subject to the terms and conditions of this Fourth Amendment, including, without limitation, Section 4, below, the Lenders hereby waive the Borrowers' breach, as of November 30, 2002, of the covenant contained in Section 9.10 (Consolidated Tangible Net Worth) of the Credit Agreement (and the resulting Existing Default), but only to the extent that the Consolidated Tangible Net Worth as of such date was not less than $198,000,000.
B. The foregoing waiver is limited to its express terms and shall not be deemed to be a waiver of any other Event of Default or Default which may have existed on or prior to the date hereof or any Event of Default or Default which may hereafter arise under any of the foregoing Section or under any other provision of the Credit Agreement or any of the other Credit Documents. Further, the granting of this waiver shall not be construed as an agreement or understanding by the Lenders to grant any other waiver or other accommodation in the future with respect to the foregoing Section or any other provision of the Credit Agreement or any of the other Credit Documents.
Conditional Waiver a. The Buyers hereby waive any existing Event of Default previously made known to the Buyers by the Company in writing with respect to any and all violations of or defaults now existing under the Transaction Documents, and agree not to exercise any rights or remedies available as a result of the occurrence thereof, including, but not limited to, the imposition of interest at the Default Rate prior to the date hereof.
b. In addition, the Buyers hereby waive any other existing Event of Default under the Transaction Documents that does not, directly or indirectly, have a material negative impact on the Buyers’ security interest in the collateral or other properties of the Company in which it has a security interest or have a material negative impact in the Buyers’ priority of payment under the Debentures.
c. The Company hereby represents and warrants to the Buyers that it has no knowledge of any other material Defaults or Events of Default under the Transaction Documents, other than those previously disclosed to the Buyers in writing.
d. The waivers granted by the Buyers in favor of the Company that are contained in this Agreement shall be null and void in the event the Company has breached its representation in Section 4(c).
Conditional Waiver. Subject to the satisfaction of each of the conditions to effectiveness set forth in Section 5, and strictly in accordance with the terms of this Section 2, the Agent and the Required Lenders hereby conditionally waive the COVID-19 Related Events of Default and all rights and remedies under the Credit Agreement and the other Loan Documents arising as a result of the occurrence and continuance of the LEGAL02/39661274v5 COVID-19 Related Cross Defaults and the COVID-19 Related Events of Default; provided, that if the Loan Parties have not commenced ordinary course business operations on or prior to July 31, 2020, as determined by the Agent in Agent’s Discretion, the foregoing conditional waiver shall be immediately revoked, and the COVID-19 Related Cross Defaults and the COVID-19 Related Events of Default shall be continuing retroactive to the date the first COVID-19 Related Cross Default or COVID-19 Related Event of Default occurred; provided further, that nothing contained herein shall in any way (i) waive, release, modify or limit any Loan Party’s obligations to otherwise comply with all terms and conditions of any or all of the Amended Credit Agreement (after giving effect to this Amendment) and the other Loan Documents or (ii) waive, release, modify, hinder, restrict or otherwise limit any or all of Agent’s or any Lender’s rights, remedies and privileges thereunder following the occurrence of any Default or Event of Default under the Amended Credit Agreement, other than with respect to the COVID-19 Related Cross Defaults and the COVID-19 Related Events of Default.
