Temporary Forbearance. Subject to the satisfaction of the terms and conditions set forth herein, until that date (the “Forbearance Termination Date”) which is the earliest to occur of (a) 5:00 p.m. Pacific time on November 30, 2009; (b) the date of the occurrence of any Event of Default (other than (i) the Designated Events of Default, or (ii) any breaches of Section 5.2 of the Credit Agreement that occur on or prior to November 30, 2009 (the “Forbearance Period Financial Covenant Defaults”); (c) the date of the occurrence of any breach of any term or provisions of this Amendment, including, but not limited to, Section 8 and Section 13 of this Amendment; or (d) the Termination Date, Xxxxx Fargo will not exercise or enforce its rights or remedies against Companies which Xxxxx Fargo would be entitled to exercise or enforce under the terms of the Loan Documents by reason of the occurrence of the Designated Events of Default; provided that such forbearance shall not act as a waiver of Xxxxx Fargo’s right to enforce all claims, rights, and remedies from time to time on or after the Forbearance Termination Date. Furthermore, nothing contained herein shall be construed as requiring Xxxxx Fargo to extend the Forbearance Termination Date. Companies acknowledge and agree that Xxxxx Fargo has not waived, and by entering into this Amendment Xxxxx Fargo is not waiving, the Designated Events of Default or any Forbearance Period Financial Covenant Defaults that may occur on or prior to November 30, 2009.”
Temporary Forbearance. Subject to the satisfaction of the terms and conditions set forth herein, during the period (the “Forbearance Period”) commencing on the date of this Agreement and continuing until that date which is the earliest to occur of (a) November 30, 2011, and (b) the date of the occurrence of any one or more of the Events of Termination set forth in this Agreement, the Bank will not exercise or enforce its rights or remedies against Borrowers to which Bank would be entitled under the terms of the Loan Documents by reason of the occurrence of the Existing Events of Default; provided that such forbearance shall not act as a waiver of Bank’s right to enforce any such right or remedy after the termination or conclusion of the Forbearance Period. Upon the occurrence of any Event of Termination, the Bank shall have the immediate right to exercise all of the rights and remedies which are available to it under the Loan Documents, at law and in equity. Upon the lapse or termination of the Forbearance Period, all Obligations under the Loan Agreement, including without limitation all principal, all accrued and unpaid interest, fees, and charges, if any, and all unpaid or unreimbursed amounts due pursuant to this Agreement shall be and become immediately due and payable, without notice or demand. All payments received by Bank with respect to the Obligations, howsoever designated by Borrowers, may be applied by Bank to the indebtedness and obligations related to the Loan, including principal, accrued and unpaid interest fees and charges, and costs incurred by Bank, in such order as Bank, acting in its sole and absolute discretion may elect.
(b) Clause 3(a)(ii) of the Forbearance Agreement is hereby amended and restated in its entirety to read as follows:
Temporary Forbearance. Lender agrees to forbear until the Forbearance Termination Date (as defined below) from exercising its rights and remedies under the Loan Agreement and the other Loan Documents as a result of the Specified Defaults. Lender reserves its rights and remedies at all times with respect to any Default under the Loan Agreement, the Guaranty, this Agreement or any other Loan Document other than a Specified Default, whether presently existing or occurring hereafter. At any time on or after the Forbearance Termination Date, Lender may exercise any of its rights and remedies under or with respect to the Loan Agreement, the Guaranty, this Agreement and the other Loan Documents, whether relating to a Specified Default or otherwise, all without notice to Borrower, Guarantor or any other Person. As used herein, “Forbearance Termination Date” means the earlier of (x) May 21, 2010, (y) the date of the occurrence of a Default other than (i) a Specified Default or (ii) a Default under any of the financial covenants set forth in Item 21 of the Schedule on or prior to April 30, 2010, and (z) the default or breach by any Obligor of any of the covenants, agreements, representations and warranties set forth in this Agreement. Notwithstanding Lender’s agreement to forbear as set forth herein, Lender shall be entitled to exercise its right to issue Stoppage Notices under and as defined in the Subordination and Intercreditor Agreement among Lender, Borrower and First National Bank and to take such action as Lender deems appropriate to enforce the obligations of First National Bank and Borrower set forth therein.
Temporary Forbearance. The Agent, on behalf of the Holders, hereby agrees to forbear from exercising any of its rights under Section 15.3 as a result of the occurrence and continuation of any of the Specified Defaults solely during the period (the “Forbearance Period”) beginning on the date hereof and ending immediately upon the earliest of: (i) the occurrence or identification of any Event of Default other than the Specified Defaults, (ii) 5:00 p.m. prevailing Eastern Time on November 11, 2011, or (iii) any material breach by Seller of any representation or warranty set forth in this Agreement, in each case unless Agent, in writing, waives such breach. Agent and the Holders expressly reserve the right to exercise all remedies under all Assigned Documents and under applicable law immediately upon the expiration of the Forbearance Period. Nothing in this Agreement shall be deemed to constitute a waiver by Agent or any Holder of any Specified Default or any other Event of Default, whether now existing or hereafter arising under this Agreement or the Assigned Documents, or of any right or remedy that Agent and the Holders may have under any of the Assigned Documents or applicable law, except to the extent expressly set forth above.
Temporary Forbearance. Lender agrees to forbear from the exercise of its remedies under the Loan Documents until August 15, 1997 in order to allow Borrower to close a proposed stock purchase transaction with Sun Pharmaceutical Industries, Ltd. ("Sun"). More specifically, the occurrence of each of the following before the close of business on August 15, 1997 shall constitute a condition precedent to any further forbearance by Lender as described in Section 4 below:
A. Borrower and Sun shall have executed and delivered any and all agreements, documents and instruments necessary to consummate the proposed transaction, all of which shall be in form and substance satisfactory to Lender, in the exercise of its reasonable discretion, based upon the criteria set forth in this subsection. Lender shall have the right to review and approve any such agreements, documents and instruments prior to execution solely in order to confirm that (i) they are consistent with previous representations made by Borrower to Lender with respect to the terms and conditions of the transaction, (ii) they do not adversely affect Lender's security, (iii) they contain a covenant on the part of Sun to provide $7,500,000 over an eighteen (18) month period commencing on or before August 15, 1997, either through subordinate loans or equity, to fund Borrower's operations and submit for United States Food and Drug Administration approval of not less than five (5) new Abbreviated New Drug Applications per year for five (5) consecutive years; and (iv) they authorize Sun to appoint a majority of the Board of Directors of Borrower, the Chairman of the Board of Directors of Borrower, and the Chief Executive Officer of Borrower;
Temporary Forbearance. In accordance with the terms and subject to the conditions of this Agreement and only so long as no Termination Event shall have occurred and be continuing, the Agents and the Lenders agree to temporarily forbear until the Termination Date from (i) declaring all of the Obligations to be immediately due and payable, (ii) foreclosing or directing the foreclosure upon the Pledged Collateral, and (iii) exercising any other Secured Creditor Remedies with respect to the Pledged Collateral, in each case, solely by reason of, or as a result of the occurrence of, the Specified Events of Default.
Temporary Forbearance. In accordance with the terms and subject to the conditions of this Agreement and only so long as no Termination Event shall have occurred and be continuing, the Agent, the Lenders and WFF agree to temporarily forbear until the Termination Date from (i) (A) in the case of the Agent and the Lenders, declaring all of the Obligations to be immediately due and payable and, (B) in the case of WFF, terminating the Hedge Agreement, (ii) foreclosing upon the Collateral, and (iii) exercising any other Secured Creditor Remedies with respect to the Collateral, in each case, solely by reason of, or as a result of the occurrence of, the Specified Events of Default or the Specified Hedge Events of Default.
Temporary Forbearance. Each of the Consenting Stakeholders shall forbear during the TSA Support Period from the exercise of any and all rights and remedies against the Company in contravention of this Agreement or that would reasonably be expected to prevent, interfere with, delay, or impede the consummation of the Transaction, whether at law, in equity, by agreement or otherwise, which are or become available to them in respect of any Claims or Interests, as applicable, including, without limitation, any rights and all rights and remedies arising under or in connection with the Convertible Notes or Indenture (including any failure of the Company to perform any of its obligations under Section 15.01 of the Indenture in connection with any “Fundamental Change” under clause (d) of the definition thereunder), in each case to the maximum extent permitted by law. The foregoing forbearance shall not be construed to impair the ability of the Consenting Stakeholders to take any remedial action, without requirement for any notice, demand, or presentment of any kind (except as required by the Indenture), at any time after the TSA Support Period (unless the TSA Support Period is terminated solely as a result of the occurrence of the Closing Date). If the Transaction is not consummated or if this Agreement is terminated for any reason (other than termination solely as a result of the occurrence of the Closing Date), the Consenting Stakeholders fully reserve any and all of their rights.
Temporary Forbearance. Lenders agree to forbear from exercising their rights and remedies under the Financing Agreements, which Lenders are entitled to exercise as a result of, among other things, the occurrence of the Existing Defaults, during the period (the "Temporary Forbearance Period") commencing on the date hereof and ending on the earlier of (a) November 1, 2002, or (b) the date on which any Terminating Event (as hereinafter defined) occurs (such earlier date, the "Forbearance Termination Date"). For the purposes of this Agreement, the term "Terminating Event" shall mean (i) the occurrence of any breach or violation of any provision of this Agreement, (ii) if any representation made by Borrower in connection with this Agreement is untrue in any material respect, (iii) filing by or against Borrower or any of them of a proceeding under the United States Bankruptcy Code, (iv) there occurs a violation or Event of Default (howsoever defined in the Financing Agreements) under the Financing Agreements, other than an Existing Default. In the Event of a non-monetary Event of Default, Borrower shall have five (5) days in which to cure such default.
Temporary Forbearance. 1.1 The Company has made Burdale aware of proposals for an equity contribution to be made to the Parent company to stabilise the Group's cashflow in the week commencing 28 July 2014 (the "Proposed Recapitalisation").
1.2 Burdale is aware of a number of Events of Default which are continuing at the date of this letter including (i) failure to deliver statutory accounts to Burdale when due under paragraph 4 of Schedule 3 (Reporting Undertakings) of the Facility Agreement, (ii) the overadvance in breach of clause 6.2 of the Facility Agreement which occurred in May 2014 and the current overadvance also in breach of that clause, (iii) the substantial amount due to Trade Creditors in breach of the £50,000 limit in clause 24.4(f) of the Facility Agreement and (iv) the covenant breach under your Parent's facilities with Xxxxx Fargo Capital Finance in breach of clause 24.4(g) of the Facility Agreement , none of which have been waived (the "Notified Events of Default").
1.3 The Company has asked Burdale to forbear to exercise its rights in relation to the Notified Events of Default.
1.4 The Company and its Parent have also asked Burdale to provide funding to the Company ( "New Collateralised Loans") against cash collateral provided by the Parent to a Burdale account specified to the Parent (the "Burdale Account'') in an initial amount of £400,000 on 30 July 2014 (the "Initial Cash Collateral") and against subsequent deposits made by the Parent from time to time in amounts approved by Burdale before their deposit into the Burdale Account ("Subsequent Cash Collateral" and the Initial Cash Collateral and a.Iiy Subsequent Cash Collateral are referred to as "Cash Collateral").
