Non-Waivers A failure or delay of either Party to enforce any of the provisions hereof, to exercise any option which is herein provided, or to require performance of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or options, and each Party, notwithstanding such failure, shall have the right thereafter to insist upon the performance of any and all of the provisions of this Agreement.
Landlord Waivers; Bailee Waivers In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will first receive the written consent of Collateral Agent and, in the event that the Collateral at any new location is valued in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be.
Fee Waivers and Expense Limitations If, for any fiscal year of the Trust, the amount of the advisory fee which such Trust would otherwise be obligated to pay to the Adviser is reduced because of contractual or voluntary fee waivers or expense limitations by the Adviser, the fee payable to each Sub-Adviser pursuant to paragraph 8 above shall be reduced proportionately; and to the extent that the Adviser reimburses the Trust as a result of such expense limitations, such Sub-Adviser shall reimburse the Adviser that proportion of such reimbursement payments which the fee payable to each Sub-Adviser pursuant to paragraph 8 above bears to the advisory fee under this Contract.
Severability; Waivers If any part of this Agreement is not enforceable, the rest of the Agreement may be enforced. The Bank retains all rights, even if it makes a loan after default. If the Bank waives a default, it may enforce a later default. Any consent or waiver under this Agreement must be in writing.
Landlord Waivers With respect to any real property leased by the Company or any Loan Party, where requested by the Administrative Agent, the Company and each Loan Party shall use commercially reasonable efforts (and shall deliver to the Administrative Agent satisfactory evidence of such efforts) to deliver a Landlord Waiver (to the extent not previously delivered to the Administrative Agent) duly executed by the applicable landlord in form and substance reasonably satisfactory to the Administrative Agent.
Reimbursement of Fee Waivers and Expense Reimbursements If on any day during which the Advisory Agreement is in effect, the estimated annualized Fund Operating Expenses of the Fund for that day are less than the Operating Expense Limit, the Adviser shall be entitled to reimbursement by a Fund of the investment advisory fees waived or reduced, and any other expense reimbursements or similar payments remitted by the Adviser to the Fund pursuant to Section 1 hereof (the “Reimbursement Amount”) within three years after the year in which the Adviser waived or reduced investment advisory fees or reimbursed expenses, to the extent that the Fund’s annualized Operating Expenses plus the amount so reimbursed equals, for such day, the Operating Expense Limit, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed.
Modification; Waivers No modification, termination or attempted waiver of this Agreement will be valid unless in writing, signed by the party against whom such modification, termination or waiver is sought to be enforced.
Amendment; Waivers, etc No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.
General Waivers Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand or action on delinquency, protest, the benefit of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other guarantor of the Guaranteed Obligations, or any other Person.
Limited Waivers At the request of the Borrowers and the Guarantors the Administrative Agent and the Lenders hereby waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaults:
(a) Any failure by the Borrowers to comply with Section 6.03(a) of the Credit Agreement requiring the Borrowers to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived).
(b) Any failure by the Borrowers to comply with Section 6.03(b) of the Credit Agreement requiring the Borrowers to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above).
(c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any Default or Event of Default arising therefrom is waived. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Default, and except as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on the part of the Administrative Agent, or any Lender in exercising any power or right under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No waiver or approval by the Administrative Agent or any Lender under this Agreement, the Credit Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to any subsequent transaction or any Default or Event of Default under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the Borrowers.
