Deemed Waiver. If either Party is not obligated to consummate the Closing pursuant to this Agreement, but nevertheless elects to consummate the Closing, and the other Party is obligated to consummate the Closing, the Parties shall proceed with the consummation of the Closing as if all Parties were obligated to do so, and the Party who is not obligated to proceed but elects to do so shall be deemed to have specifically waived in writing, as provided in Section 6.1 and Section 6.2, as the case may be, the fulfillment of the condition or conditions, the nonfulfillment of which excused the obligation of said Party to perform pursuant to this Agreement as contemplated by Section 6.1 and Section 6.2, as the case may be.
Deemed Waiver. If either Party is not obligated a. Closing to perform pursuant to this Agreement, the Party not so obligated may terminate this Agreement by delivering to the other Party notice of termination in writing in accordance with Article VIII. Provided, however, if either Party is not obligated to perform pursuant to this Agreement but nevertheless elects to perform, and the other Party is obligated to perform, the Parties shall proceed with the consummation of this Agreement as if all Parties were obligated to do so, and the Party who is not obligated to proceed but elects to do so shall be deemed to have specifically waived in writing, as provided in Section 7.1 and Section 7.2, as the case may be, the fulfillment of the condition or conditions, the nonfulfillment of which excused the obligation of said Party to perform pursuant to this Agreement as contemplated by Section 7.1 and Section 7.2, as the case may be.
Deemed Waiver. If any Series A Holder or Series B Holder shall have failed to deliver to the Company its Right of First Refusal Election Notice within the time period described in this Section 9(d), such shareholder shall be deemed to have waived its Right of First Refusal.
Deemed Waiver. In the event that the Selling Shareholders waive any Condition Precedent set forth in the Primary Purchase Agreement, the Seller shall be deemed to waive the same conditions to Closing set forth in this Agreement.
Deemed Waiver. If, not withstanding any disclosure in writing in accordance with the notice provisions hereof to Parent subsequent to the date of this Agreement of any incomplete or incorrect disclosure in this Agreement or any Schedule hereto, including without limitation, any notice provided pursuant to Section 7.7 hereof, Parent shall consummate
Deemed Waiver. If either Party is not obligated at the Closing to perform pursuant to this Agreement, the Party not so obligated may terminate this Agreement by delivering to the other Party notice of termination in writing in accordance with Article 8. Provided however, if either Party is not obligated to perform pursuant to this Agreement, but nevertheless elects to perform, and the other Party is obligated to perform, the Parties shall proceed with the consummation of this Agreement as if all Parties were obligated to do so.
Deemed Waiver. Exhibit 5.12 to the Loan Agreement is hereby amended to add a new paragraph (d) to the end thereof, as follows:
Deemed Waiver. Any violation of the (a) the Minimum Rolling EBITDA covenant; (b) the Maximum Capital Expenditures covenant; or (c) Minimum Accounts Payable to Inventory Ratio covenant will be deemed waived in the event that the Borrowers do not suffer or permit Availability, at any time tested, to be less than Ten Million Dollars ($10,000,000) for the period of sixty (60) consecutive days subsequent to the date on which the Borrowers violate any such covenant."
