Common use of Limited Waiver and Consent Clause in Contracts

Limited Waiver and Consent. The Company requested and the Holders have agreed to waive the Specified Prospective Defaults and to consent to the Specified Waivers and Consents. This limited waiver and consent shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Agreement or any other Transaction Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall relate solely to the Specified Prospective Defaults described on Schedule 1 in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes or any other Transaction Document, and shall not in any way or manner restrict the Agent or any Holder from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one of the Specified Prospective Defaults as expressly enumerated above and conditioned in this Section 2) at any time in respect of the Notes or any other Transaction Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by any Note Party with respect to any other term, provision or condition of the Notes or any other Transaction Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Holder may now have or may have in the future under or in connection with the Notes or any other Transaction Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 2.

Limited Waiver and Consent. The Company requested 2.1 Subject to the terms and conditions set forth in Section 4 below, the Agent and each Lender party hereto hereby: (i) waives each of the Specified Events of Default, (ii) consents to the deferral of (x) the principal payment in the amount of $433,362.47 due and payable as of September 30, 2023 and (y) the principal payment in the amount of $431,643.34 due and payable as of October 31, 2023 (collectively, the “Overdue Amortization Payments”), in each case, to the Administrative Agent, for the account of the respective Lenders to which such payment is owed under Section 2.01(b)(i) of the Credit Agreement; provided that such Overdue Amortization Payments shall become immediately due and payable upon the earlier of (x) the closing of the Strategic Transaction and (y) December 31, 2023; and (iii) consents under the terms of the Intercreditor Agreement and the Holders have agreed to waive the Specified Prospective Defaults and to consent other Loan Documents to the Specified Waivers and Consents. This limited waiver amendments described in the NPA Fourth Amendment (as defined below) (the waivers and consent described in the foregoing clauses (i) through (iii) of this Section 2.1, collectively, the “Specified Consents and Limited Waivers”). The foregoing Specified Consents and Limited Waivers shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Agreement or any other Transaction Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall relate solely to the limited consents specified above and the Specified Prospective Defaults described on Schedule 1 Events of Default in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes or any other Transaction Documenthereof, and shall not in any way or manner restrict the Agent or any Holder Lender from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one a Specified Event of the Specified Prospective Defaults as expressly enumerated above and conditioned in this Section 2Default) at any time in respect of the Notes this Agreement or any other Transaction Loan Document. The Loan Parties admit to and acknowledge the occurrence of each of the Specified Consents and Limited Waivers. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by the Borrower or any Note other Loan Party with respect to any other term, provision or condition of the Notes Credit Agreement or any other Transaction Loan Document, or any other instrument or agreement referred to thereintherein or prejudice any right or remedy that the Agent or any Lender may have or may in the future have; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Holder Secured Party may now have or may have in the future under or in connection with the Notes Credit Agreement or any other Transaction Loan Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 2.

Limited Waiver and Consent. The Company requested With effect from the Consent Date until the last day of the Liquidity Period, the Agent and the Holders have each Holder agreed to waive the Specified Prospective Defaults and hereby is entering into this Agreement to consent to document the terms and the conditions of the Specified Waivers and ConsentsConsents in accordance with this Section 2. This limited waiver Agreement and consent shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Agreement NPA or any other Transaction Note Document are intended to be waived, amended or otherwise effected hereby. The waiver and consent set forth in the sentence immediately preceding shall be limited precisely as written, the limited waiver and consent with respect to compliance with the minimum liquidity test set forth in Section 4.2(p)(1) of the NPA shall remain in effect only until the last day of the Liquidity Period. The Specified Waivers and Consents shall relate solely to the Specified Prospective Defaults described on Schedule 1 above in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes NPA or any of the other Transaction DocumentNote Documents, and shall not in any way or manner restrict the Agent or any Holder from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one of the Specified Prospective Defaults as expressly enumerated above and conditioned in this Section 2) at any time in respect of the Notes NPA or any other Transaction Note Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by the Issuer or any other Note Party with respect to any other term, provision or condition of the Notes NPA or any other Transaction Note Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Holder Secured Party may now have or may have in the future under or in connection with the Notes NPA or any other Transaction Note Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 2.

Limited Waiver and Consent. The Company requested With effect from the Consent Date until the last day of the Liquidity Period, the Agent and the Holders have each Lender party hereto agreed to waive the Specified Prospective Defaults and hereby is entering into this Agreement to consent to document the terms and the conditions of the Specified Waivers and ConsentsConsents in accordance with this Section 2. This limited waiver Agreement and consent shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Credit Agreement or any other Transaction Loan Document are intended to be waived, amended or otherwise effected hereby. The waiver and consent set forth in the sentence immediately preceding shall be limited precisely as written, the limited waiver and consent with respect to compliance with the minimum liquidity test set forth in Section 7.16(a) of the Credit Agreement shall remain in effect only until the last day of the Liquidity Period. The Specified Waivers and Consents shall relate solely to the Specified Prospective Defaults described on Schedule 1 above in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes Credit Agreement or any of the other Transaction DocumentLoan Documents, and shall not in any way or manner restrict the Agent or any Holder Lender from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one of the Specified Prospective Defaults as expressly enumerated above and conditioned in this Section 2) at any time in respect of the Notes Credit Agreement or any other Transaction Loan Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by the Borrower or any Note other Loan Party with respect to any other term, provision or condition of the Notes Credit Agreement or any other Transaction Loan Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Holder Secured Party may now have or may have in the future under or in connection with the Notes Credit Agreement or any other Transaction Loan Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 2.

Limited Waiver and Consent. The Company requested 2.1 Subject to the terms and conditions set forth in Section 2.2 and Section 4 below, the Collateral Agent and each Holder hereby: (i) waives each of the Specified Events of Default, and(ii) consents under the terms of the Intercreditor Agreement and the Holders have agreed to waive the Specified Prospective Defaults and to consent other Note Documents to the amendments (including the establishment of the Third Restatement Delayed Draw Term Loan) described in the Third A&R Credit Agreement. The foregoing waiver and consent (collectively, the “Specified Waivers and Consents. This limited waiver and consent ”) shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Agreement or any other Transaction Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall relate relates solely to the limited consents specified above and the Specified Prospective Defaults described on Schedule 1 Events of Default in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes or any other Transaction Documenthereof, and shall not in any way or manner restrict the Collateral Agent or any Holder from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one a Specified Event of the Specified Prospective Defaults as expressly enumerated above and conditioned Default set forth in this Section 2Schedule I attached hereto) at any time in respect of the Notes this Agreement or any other Transaction Note Document. The Note Parties admit to and acknowledge the occurrence of each of the Specified Waivers and Consents. Nothing in this Agreement shall be deemed to: (ai) constitute a waiver of compliance by the Issuer or any other Note Party with respect to any other term, provision or condition of the Notes Note Purchase Agreement or any other Transaction Note Document, or any other instrument or agreement referred to thereintherein or prejudice any right or remedy that the Collateral Agent or any Holder may have or may in the future have; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Collateral Agent or any other Holder Secured Party may now have or may have in the future under or in connection with the Notes Note Purchase Agreement or any other Transaction Note Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 2.

Limited Waiver and Consent. The Effective on the Effective Date (as hereinafter defined), in consideration of the covenants and agreements of the Company requested set forth in this Waiver (including, without limitation, compliance with each of the conditions set forth in Section 2 hereof), the Purchaser hereby (a) consents to the execution, delivery and performance by the Company of the Gottardo Agreement and all documents, certificates and other instruments to be executed and delivered by the Company in connection therewith (collectively, the "Gottardo Transaction Documents") and to the issuance by the Company of the Gottardo Notes and the Holders have agreed to waive the Specified Prospective Defaults and to consent Xxxxxxxx Xxxxxxxx, 0,) consents to the Specified Waivers and Consents. This limited waiver and consent shall be limited precisely as written and no other termspayment by the Company to the Purchaser of less than 100% of the Gottardo Proceeds, covenants or notwithstanding the provisions of the Notes, Section 3.1(c) of the Purchase Agreement or any other Transaction Document are intended to be waivedAgreement, amended or otherwise effected hereby. The Specified Waivers and Consents shall relate solely provided that the Company pays to the Specified Prospective Defaults described on Schedule 1 in the manner they exist Purchaser, on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereofEffective Date, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision at least US$ 4'500'000.-- of the Notes or any other Transaction Document, Gottardo Proceeds and shall not in any way or manner restrict the Agent or any Holder from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, c) waives any Default or Event of Default existing as by the Company in the performance or observance of the date hereof which is not one provisions of Sections 3.1 and 10.1 of the Specified Prospective Defaults as expressly enumerated above Purchase Agreement to the extent such Default or Event of Default is exclusively the result of the transactions contemplated by the Gottardo Transaction Documents. The waivers and conditioned consents set forth in this Section 2) at any time in respect of the Notes or any other Transaction Document. Nothing in this Agreement 1 shall be limited to the specific transactions described herein and shall not be deemed to: to (ai) constitute be a waiver of compliance by any Note Party with respect to any other term, provision term or condition of the Notes Purchase Agreement or (ii) prejudice any rights not specifically waived herein which the Purchaser or any other Transaction Document, or any other instrument or agreement referred to therein; or (b) create any course holder of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Holder Notes may now have or may have in the future under or in connection with the Notes Purchase Agreement or any other Transaction Related Document. In particular, or and without limiting the generality of the foregoing, nothing herein shall be deemed to waive any other instrument or agreement referred to therein, rights of the Purchaser with respect to any matter other than those specifically and expressly waived and consented to in this adjustment which may be required under Section 24 of the Warrants by reason of the issuance or conversion of the Gottardo Notes, the issuance or exercise of the Gottardo Warrants, or the determination or redemption of any conversion price or exercise price applicable with respect thereto.

Limited Waiver and Consent. The Company requested Agent and the Holders have agreed Lenders hereby: (a) waive any breach or violation of the Credit Agreement described on Annex B hereto (and any resulting Default or Event of Default) and the Events of Defaults described on Annex B hereto; (b) waive requirements of §13.5 solely during the period from and including the Amendment No. 6 Date through (but excluding) November 15, 2011; and (c) notwithstanding anything to waive the Specified Prospective Defaults and to contrary in the Credit Agreement, consent to the Specified Waivers execution and Consents. This limited delivery of, and the payment of the fees, costs and expenses due and payable to the lenders, agents and trustees (and their respective counsel) expressly contemplated in, (i) the Last-Out Participation Purchase Agreement, (ii) waiver and consent amendment to 2009 Parent Debt Documents described in paragraph (i) of Annex C hereto (the “2011 Parent Debt Document Amendment”) (iii) waiver and amendment to the Second A&R Unsecured Credit Agreement described in paragraph (ii) of Annex C hereto (the “2011 Second A&R Unsecured Credit Agreement Amendment”) and (iv) the Indenture Amendment; provided, that the waivers and consents set forth above shall be limited precisely as written and no shall not be deemed or otherwise construed to constitute a waiver of any other terms, covenants Default or provisions other Event of Default or any other provision of the Notes, the Purchase Credit Agreement or any other Transaction Loan Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall relate solely to the Specified Prospective Defaults described on Schedule 1 in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to prejudice any other Defaults right, power or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes or any other Transaction Document, and shall not in any way or manner restrict remedy which the Agent or any Holder from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one of the Specified Prospective Defaults as expressly enumerated above and conditioned in this Section 2) at any time in respect of the Notes or any other Transaction Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by any Note Party with respect to any other term, provision or condition of the Notes or any other Transaction Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Holder Lender may now have or may have in the future under or in connection with any such other Default, other Event of Default or other provision of the Notes Credit Agreement or any other Transaction Loan Document, or any other instrument or agreement referred to thereinall of which rights, with respect to any matter other than those specifically power and remedies are hereby expressly waived reserved by the Agent and consented to in this Section 2.the Lenders;