Consents and Waiver Sample Clauses

Consents and Waiver. No delay by any party in exercising any right under, or in taking any action to enforce any right under, this Agreement will operate as a waiver of any such right or in any manner affect the rights of any party thereunder. No consent by any party under this Agreement or waiver by any party of any representation, warranty, or other term or condition of this Agreement will be effective unless made in writing. Any such waiver will not be construed as a waiver of any other representation, warranty, or other term and condition of this Agreement. Failure by any party to insist upon strict conformance with or strict conformance of, any representation, warranty, or other term or condition in this Agreement in any one or more instances will not be a waiver by any party of his right to insist and enforce thereafter strict conformance with, and strict conformance of, (i) such representation, warranty, or other term or condition or (ii) any other representation, warranty or other term or condition in this Agreement.

Consents and Waiver. Notwithstanding any provision in the Original NPAs to the contrary, the Purchasers consent to the amendments to the Financing Agreements set forth as Exhibits A, B and C hereto. [SIGNATURES ON FOLLOWING PAGE] * * * * * If you are in agreement with the foregoing, please sign this Amendment and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, TRUSERV CORPORATION By: /s/ BARBARA L. WAGNER ----------------------- Name: Barbara L. Wagner Title: Vxxx Xxxxxxxxx The foregoing Amendment is hereby accepted as of the date first above written. ALLSTATE INSURANCE COMPANY By: /s/ BILL SCHMIDT ---------------------------------- Name: Bill Sxxxxxx ----------------------------- Title: Authoxxxxx Xxxxxxory ---------------------------- By: /s/ JERRY D. ZINKULA ---------------------------------- Name: Jexxx X. Xxxxxxx ----------------------------- Title: Axxxxxxxxx Xxxxxxory ---------------------------- * * * * * If you are in agreement with the foregoing, please sign this Amendment and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, TRUSERV CORPORATION By: /s/ BARBARA L. WAGNER ----------------------- Name: Barbara L. Wagner Title: Vxxx Xxxxxxxxx The foregoing Amendment is hereby accepted as of the date first above written. ALLSTATE LIFE INSURANCE COMPANY By: /s/ BILL SCHMIDT ---------------------------------- Name: Bill Sxxxxxx ----------------------------- Title: Authoxxxxx Xxxxxxory ---------------------------- By: /s/ JERRY D. ZINKULA ---------------------------------- Name: Jexxx X. Xxxxxxx ----------------------------- Title: Axxxxxxxxx Xxxxxxory ---------------------------- * * * * * If you are in agreement with the foregoing, please sign this Amendment and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, TRUSERV CORPORATION By: /s/ BARBARA L. WAGNER ----------------------- Name: Barbara L. Wagner Title: Vxxx Xxxxxxxxx The foregoing Amendment is hereby accepted as of the date first above written. KEYPORT LIFE INSURANCE COMPANY BY STEIN ROE & FARNHAM INCORPORATED AS AGENT By: /s/ RICHARD A. HEGXXXX ---------------------------------- Name: Xxxxxxx X. Xxxxxxd ----------------------------- Title: Xxxxxx Xxxx Xxxxxdent ---------------------------- * * * * * If you are in agreement with the foregoing, please sign this Amendment and re...

Consents and Waiver. (a) Notwithstanding any conflicting provision of the Credit Agreement or the Mezzanine Subordination Agreement, the Administrative Agent and the Lenders party hereto each consent to the prepayment in full by the Borrower of the Mezzanine Notes, including, without limitation, all principal, interest and prepayment premiums; provided, that such consent shall be effective only so long as no Default or Event of Default that has not been waived, shall have occurred and be continuing on the date of any such prepayment. (b) The Borrower has requested that the Administrative Agent and the Required Lenders waive any Default or Event of Default which has arisen or may arise under clauses (h), (i) or (j) of Article VII of the Credit Agreement with respect to Clamonta Limited, for a period commencing on November 15, 2013 and ending on March 31, 2015 (the “Specified Waiver”). By its signature below, each of the Administrative Agent and the Lenders signatory hereto, which Lenders constitute Required Lenders, grant the Specified Waiver; provided, however, that the Specified Waiver shall cease to be in effect upon the earlier to occur of (x) March 31, 2015, and (y) the date upon which the book value of the total assets of Clamonta Limited, calculated in accordance with GAAP, shall equal or exceed $7,500,000. (c) The Borrower proposes to execute a restructuring of the ownership of Symmetry Germany through the following series of related transactions (the “German Restructuring”): (i) Symmetry Medical International Inc. will contribute all of the Equity Interests of Symmetry Germany to Symmetry Surgical Netherlands CV, a Subsidiary, in exchange for a partnership interest in Symmetry Surgical Netherlands CV; (ii) Symmetry Surgical Netherlands CV will contribute all of the Equity Interests of Symmetry Germany to Symmetry Surgical Netherlands BV, a Subsidiary; and (iii) Symmetry Surgical Netherlands BV will contribute all of the Equity Interests of Symmetry Germany to Symmetry Switzerland GmbH, a Subsidiary. Sections 6.03(a), 6.04(d) and 6.07 of the Credit Agreement contain certain provisions that may prohibit the German Restructuring, and the Borrower requests that the Administrative Agent and the Required Lenders consent to the German Restructuring, notwithstanding such provisions or any other provision in the Credit Agreement or the Loan Documents that may prohibit, restrict or impose conditions with respect to certain steps of the German Restructuring. Pursuant to Section 9...

Consents and Waiver. A. The undersigned Lenders (constituting Required Lenders) hereby consent to all of the following actions by the Borrower:

Consents and Waiver. 1. The Lenders hereby acknowledge that all of the consents, waivers and authorizations granted by Section III of the Credit Agreement Fourth Amendment constitute changes to or waivers of, the provisions contained in Sections 3, 5, 6 and/or 7 of the Credit Agreement and thus are binding on all Lenders as provided in Section 9.02(d) of the IRL Agreement and the Lenders hereby grant all authorizations set forth in said Section.

Consents and Waiver. On the terms and subject to the conditions --------------------- contained herein, the Lender hereby (i) consents to the Transactions and waives any violations of the Loan Agreement that would otherwise apply, including the covenants contained in Sections 9.1, 9.3 and 9.4 and the use of proceeds to fund ------------------------- a portion of the purchase price of the Acquisitions and (ii) approves the creation of KSPS and KSR as subsidiaries of KMS. Lender hereby reserves all rights of the Lender with respect to any future transactions, whether similar in nature or type to the Transactions. Borrowers hereby agree strictly to adhere to the terms and conditions contained in the Loan Agreement.

Consents and Waiver. (a) Subject to the conditions set forth herein (including the occurrence of the conditions in Section 4 of this Amendment), the Lenders hereby approve of the Definitive Agreements (as defined in the LOI), and the execution and delivery of this Amendment shall evidence the written approval of the Definitive Agreements by the Lenders to the Administrative Agent. (b) Effective upon the Amendment Effective Date, the Administrative Agent and the Lenders party hereto hereby waive the Specified Default. The waiver in this Section 2 shall be effective only in this specific instance and for the specific purposes set forth herein and does not allow for any other or further departure from the terms and conditions of the Amended Credit Agreement (as defined below) or any other Loan Document, which terms and conditions shall continue in full force and effect.

Consents and Waiver. On the terms and subject to the conditions ------------------- contained herein, the Lender hereby (i) approves the dissolution of KEXP and KFSO, (ii) consents to the Transactions and waives applicable restrictions contained in Sections 8.2, 9.3, 9.4, 9.7, 9.13, and 11.9 of the Loan Agreement solely for the Transactions, and (iii) reserves all rights of the Lender with respect to any future transactions, whether similar in nature or type to the Transactions, including any future or other redemption, debt incurrence or other non-compliance by Borrowers with the provisions of the Loan Agreement, as amended hereby. Borrowers hereby agree strictly to adhere to the terms and conditions contained in the Loan Agreement, including without limitation Sections 8.2, 9.3, 9.4, 9.7, 9.13 and 11.9 thereof.

Consents and Waiver. Agent and each Lender hereby consent to the ------------------- Westana Transactions and waive any Default or Event of Default arising therefrom under Section 8.1 of the Original Agreement. In addition, each Lender hereby consents to (a) the termination of the Guaranty dated as of April 29, 1999 executed by WGRO in favor of Agent (in this section called the "WGRO Guaranty") and (b) the release of Agent's lien and security interest in Borrower's common stock of WGRO arising under the Pledge Agreement (in this section called the "Lien Release"), in each case on or after the Westana Effective Date and the satisfaction in full of all conditions precedent set forth in Article III of this Amendment. Thereafter Agent shall execute and deliver to Borrower (i) a document evidencing the termination of the WGRO Guaranty and the Lien Release and (ii) return to Borrower all stock certificates issued by WGRO which it possesses under the Pledge Agreement. Borrower hereby agrees to deliver to Agent, within 30 days after the Westana Effective Date, an amendment to the Intercreditor Agreement duly executed by the parties thereto confirming the matters described in Section 3.2(a) hereto and the removal of American General as a party thereto due to payment in full of the AG Debt.

Consents and Waiver. Notwithstanding any provision in the Note Agreements to the contrary, the Purchasers consent to the amendments to the Financing Agreements set forth as Exhibits A, B and C hereto.