LIMITED WAIVER AND AGREEMENT Sample Clauses

LIMITED WAIVER AND AGREEMENT. (a) The Company hereby acknowledges that the Subject Default may have occurred and may be continuing. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties of the Company set forth herein, the Noteholder hereby waives the Subject Default through October 30, 2009; provided that in consideration for such waiver and the other waiver and consent contained in this Amendment, if the 2009 Convertible Debt is issued, the Notes shall be prepaid in accordance with
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LIMITED WAIVER AND AGREEMENT. Subject to the terms and conditions set forth herein, in reliance upon the representations and warranties of the Company set forth herein, and effective as of May 31, 2007 upon and subject to the satisfaction of the conditions set forth in Section 5 below, the Noteholders hereby (1) waive the Existing Defaults and (2) agree that the Existing Sharing Period, to the extent it was caused by the Existing Defaults or the Credit Agreement Defaults, shall end as of its commencement date. The foregoing waiver and agreement shall be limited precisely as written and shall relate solely to the Note Agreement and the Intercreditor Agreement, as applicable, in the manner and to the extent described herein, and nothing in this Amendment shall be deemed to (a) constitute a waiver of compliance by the Company with respect to or any modification of (i) Section 10.1 of the Note Agreement as of the end of any other month or any other Fiscal Quarter, as applicable, or in any other instance or respect, or (ii) any other term, provision or condition of the Note Agreement or the Intercreditor Agreement, (b) constitute an agreement to end or waive any other Sharing Period (as defined in the Intercreditor Agreement) which has commenced or which commences at any time hereafter, whether as a result of any Event of Default under Section 10.1 of the Note Agreement as of the end of any other fiscal month or any other Fiscal Quarter, as applicable, or otherwise, or in any other instance or respect, (c) constitute a waiver of any Default or Event of Default other than the Existing Defaults, or (d) prejudice any right or remedy that the any holder of Notes may now have (after giving effect to the foregoing waiver) or may have in the future under or in connection with the Note Agreement, any Note or the Intercreditor Agreement.
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LIMITED WAIVER AND AGREEMENT. (a) The Company hereby acknowledges that the Subject Default may have occurred and may be continuing. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties of the Company set forth herein, the Noteholder hereby waives the Subject Default through October 30, 2009; provided that in consideration for such waiver and the other waiver and consent contained in this Amendment, if the 2009 Convertible Debt is issued, the Notes shall be prepaid in accordance with paragraph 4B(1) of the Note Agreement and all amounts due and payable pursuant to such paragraph (including, but not limited to, the outstanding principal and accrued interest on the Notes and any Yield-Maintenance Amount with respect to each such Note) shall be received by the Noteholder not later than 12:00 noon New York City local time on the earlier of (x) the first Business Day following the issuance of the 2009 Convertible Debt and (y) October 30, 2009 and such amounts shall be due and payable as of such date in accordance with the Note Agreement.
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LIMITED WAIVER AND AGREEMENT. Subject to the terms and conditions set forth in this Agreement (including, without limitation, Article III) and in reliance upon the representations and warranties of the Borrower set forth herein, the parties hereto hereby agree as follows:
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LIMITED WAIVER AND AGREEMENT. (a) The Required Lenders hereby waive, effective as of the Second Amendment Effective Date the Existing Event of Default; provided that such waiver shall remain in effect only so long as the Borrower satisfies the requirements of Section I(b). If the Borrower fails to satisfy the requirements of Section I(b) hereof, such failure shall constitute an Event of Default.
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LIMITED WAIVER AND AGREEMENT. (a) The Required Lenders and the First Lien Hedge Counterparty hereby waive, effective as of the First Amendment Effective Date the Existing Event of Default; provided that such waiver shall remain in effect only so long as the Borrower satisfies the requirements of Section I(b). If the Borrower fails to satisfy the requirements of Section I(b) hereof, such failure shall constitute an Event of Default.
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Related to LIMITED WAIVER AND AGREEMENT

  • Waiver and Agreement Neither the failure nor any delay on the part of Lender to exercise any right, power or privilege herein or under any of the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver of any provision in this Loan Agreement or in any of the other Loan Documents and no departure by Borrower therefrom shall be effective unless the same shall be in writing and signed by Lender, and then shall be effective only in the specific instance and for the purpose for which given and to the extent specified in such writing. No modification or amendment to this Loan Agreement or to any of the other Loan Documents shall be valid or effective unless the same is signed by the party against whom it is sought to be enforced.

  • Limited Waiver The waiver by the Company or the Executive of a violation of any of the provisions of this Agreement, whether express or implied, shall not operate or be construed as a waiver of any subsequent violation of any such provision.

  • Consent and Agreement An original of a Consent and Agreement duly executed by such Subsidiary, pursuant to which such Subsidiary consents and agrees to become a “Credit Party” hereunder and to be bound by the terms and conditions of this Agreement and all other Loan Documents;

  • Waiver and Amendment Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.

  • First Amendment The Administrative Agent shall have received multiple counterparts as requested of the this First Amendment from each Lender.

  • Termination Waiver and Amendment 40 7.1 TERMINATION...................................................40 7.2

  • Limited Waivers (a) The Buyer Parties acknowledge and agree that, from the period beginning on the Effective Date (as defined below) and ending at 11:59 p.m. (EDT) on July 31, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Transaction Documents and subject to Sections 3 and 4 hereof, (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or future, solely as a result of or arising solely from the Restatement (a “Default Event”) including, without limitation, any Default Event triggered pursuant to Section 15(b) of the Ditech Repurchase Agreement or Section 15(b) of the RMS Repurchase Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely resulting or arising solely from the Restatement, and (ii) there shall be no Default Event solely as a result of or arising solely from (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Financial Statements or any monthly financial statements delivered under any Program Agreement during the period from and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the delivery of the Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrect relating to the Specified Periodic Financial Statements, or (y) the failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the existence of such Default Event, and in each case of the foregoing clauses (i) and (ii), any such Default Event is expressly waived by the Buyer Parties solely for the period on the Effective Date through the Expiration Date.

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of February 3, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Second Amendment The Administrative Agent shall have received this Second Amendment, executed and delivered by the Administrative Agent, Holdings and the Borrower, and each Lender providing a term loan hereto.

  • Third Amendment The Administrative Agent shall have received multiple counterparts as requested of this Third Amendment from the Borrower and each Lender.

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