Conditions Precedent to Waiver. The agreement to modify the Lease and waive Default contained herein is subject to the satisfaction, in Lessor's sole and absolute discretion, of the following conditions precedent:
a. Lessee shall not default in any of its obligations under this Agreement or the Lease.
Conditions Precedent to Waiver. The unequivocal and express limited waiver of sovereign immunity by Hopland contained in this paragraph is granted if and only if, each and every one of the following conditions are met: The claim is made by Thunderbird or or their respective affiliates, and not by any other person, corporation, partnership, or entity, public or private or governmental whatsoever. The claim alleges a breach by Hopland or any instrumentality of Hopland or their respective officers, or its officers, agents, employees or representatives, of one or more of the representations, covenants, warranties, undertakings, obligations or duties in this Agreement; and the claim seeks either: (a) some specific action or discontinuance of some action by Hopland to bring Hopland into full compliance with the representations, covenants, warranties, duties and obligations expressly assumed by Hopland in the transactions contemplated hereby; and/or (b) money damages.
Conditions Precedent to Waiver. The agreement to modify the Lease and waive Defaults contained herein is subject to the satisfaction, in Lessor's sole and absolute discretion, of the following conditions precedent:
a. Lessee shall pay to Lessor all fees, costs and expenses incurred by Lessor in connection with this Agreement on or before the execution of this Agreement;
b. Lessee shall pay to Lessor on or before March 31, 1999 the modified payments in the amount of $21,788.77 each of which is due under the Lease on January 1, 1999, February 1, 1999 and March 1, 1999 in the aggregate amount of $63,366.31.
c. Lessee shall sign all documents and financing statements reasonably required by Lessor to perfect Lessor's security interests in tile equipment subject to the Lease resulting from Lessee's relocation of same.
Conditions Precedent to Waiver. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Waiver (such date being the “Waiver Effective Date”):
(a) Agent shall have received this Waiver, duly executed by the parties hereto, and the same shall be in full force and effect.
(b) Agent shall have received that certain Waiver under First Lien Credit Agreement, in form and substance satisfactory to Agent (the “First Lien Waiver”), duly executed and delivered by the parties thereto, which shall be in full force and effect.
(c) After giving effect to this Waiver, the representations and warranties contained herein, in the Credit Agreement, and in the other Loan Documents, in each case shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date).
(d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Credit Party, Agent or any Lender.
(e) After giving effect to this Waiver, no Default or Event of Default shall have occurred and be continuing as of the Waiver Effective Date.
(f) All other documents and legal matters in connection with the transactions contemplated by this Waiver shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent.
Conditions Precedent to Waiver. The agreement to modify the Lease and waive Defaults contained herein is subject to the satisfaction, in Lessor's sole and absolute discretion, of the following conditions precedent:
a. Lessee shall issue to Lessor, within fourteen (14) days of the date of this Agreement in a form acceptable to Lessor in Lessor's sole discretion, 25,000 warrants at $.50 and 25,000 warrants at $1.00.
Conditions Precedent to Waiver. This Waiver shall be effective as of the date upon which the following conditions precedent shall be fully and completely satisfied or waived by the Agent (such date being the “Effective Date”):
(a) The Agent shall have received this Waiver, duly executed by the parties hereto (including the Required Lenders), and the same shall be in full force and effect.
(b) The representations and warranties herein shall be true and correct on and as of the Effective Date (except to the extent that such representations and warranties relate solely to an earlier date).
(c) After giving effect to this Waiver, no Default or Event of Default shall have occurred and be continuing on the date hereof nor shall any Default or Event of Default result from the consummation of the transactions contemplated herein.
Conditions Precedent to Waiver. The satisfaction of each of the following, unless waived or deferred by Lender, shall constitute conditions precedent to the effectiveness of this Waiver:
(a) Lender shall have received this, duly executed by the parties hereto, and the same shall be in full force and effect;
(b) After giving effect to the contemporaneous amendment of the loan documents related to the Dallas Mortgage Loan, no Default or Event of Default, other than the making of the Prepayment, shall have occurred and be continuing on the date hereof;
(c) Each of the representations and warranties contained in the Loan Agreement shall be true and correct in all respects on and as of the effectiveness hereof, as though made on and as of such date;
(d) Lender shall have received a fee of $150,000 from Borrower in consideration for the waiver granted herein.
Conditions Precedent to Waiver. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Waiver and each and every provision hereof:
(a) Agent shall have received this Waiver, duly executed by the parties hereto, and the same shall be in full force and effect.
(b) Agent shall have received a fee of $25,000, which fee shall be fully earned on the date hereof, shall be due and payable in full in cash on the date hereof, and shall be non-refundable when paid.
(c) Agent shall have received a reaffirmation and consent substantially in the form attached hereto as Exhibit A, duly executed and delivered by each Guarantor.
(d) The representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).
(e) No Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein.
(f) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrowers, Parent, any member of the Lender Group.
Conditions Precedent to Waiver. The waiver in Section 1 hereof shall be effective as of the date hereof when the Bank receives:
(a) counterparts of this Waiver and Amendment duly executed by the Company and the Bank;
(b) payment of all expenses, including legal fees and expenses of counsel to the Bank, incurred by the Bank in connection with this Waiver and Amendment, to the extent invoiced to the Company on or prior to the date hereof; and
(c) such other agreements, documents, instruments, and items as the Bank may reasonably request, including, without limitation, documents evidencing the due authorization of the execution, delivery and performance by the Company of this Waiver and Amendment, the incumbency of the officer of the Company executing this Waiver and Amendment, and any other matters relevant thereto.
Conditions Precedent to Waiver. The satisfaction of each of the following, unless waived by all of the Holders, in their sole discretion, shall constitute conditions precedent to the effectiveness of this Waiver:
(a) Holders representing 662/3% of the 1992 Senior Notes outstanding and the Company shall have delivered an executed counterpart of this Waiver;
(b) No Event of Default (other than the Designated Event of Default) shall have occurred and be continuing;
(c) The Holders shall have received the Consent of Subsidiary Guarantors attached hereto as Exhibit A, duly executed by each Subsidiary Guarantor; and
(d) Waivers which are in substance substantially similar to this Waiver shall have been executed by the requisite percentage of the holders of Indebtedness under the Company's bank credit agreement(s) and the Note Purchase Agreement dated December 1, 1999.
