Temporary Waiver. Borrower and Guarantors have requested that Lender temporarily waive the Existing Defaults and additional defaults under the provisions covered by the Existing Defaults, excluding, however, the following (the “Excluded Defaults”): (i) except as contemplated under this Agreement, any additional defaults under the additional debt prohibitions in Subsection (h) of Section 7 of the Loan Agreement, and (ii) any additional defaults under the use of Free Operating Cash Flow prohibitions in Subsection (h) of Section 8 of the Loan Agreement. Lender hereby waives the Existing Defaults through the Forbearance Period only. This is a temporary and limited waiver, and Lender reserves the right to require strict compliance with all covenants under the Loan Agreement, including the covenants violated as set forth above, in the future. This waiver does not modify, supplement, or alter any of the terms of the Loan Agreement or any other Loan Document. Further, this waiver shall not be construed as a commitment by Lender to waive any future violation of the same or any other term or condition of the Loan Agreement or any of the Loan Documents. Neither the negotiation or execution of this Agreement will be an election of any right or remedy available to Lender; and, except as specifically limited or postponed herein, Lender reserves all rights and remedies.
Temporary Waiver. Subject to the satisfaction of the conditions precedent set forth herein and in consideration of and reliance upon the agreements of the Obligors contained herein, each of the Lenders agrees to waive any Event of Default arising from the occurrence of the Specified Defaults, solely for the period from the date hereof until 5:00 p.m. (Boston time) on March 31, 2003 (the "Waiver Period"). Such waiver shall automatically, and without any action, notice, demand or any other occurrence, expire as of the end of the Waiver Period. Upon the expiration of the Waiver Period, (i) the Lenders and the Agent shall retain all of the rights and remedies relating to the Specified Defaults (including, without limitation, the right to accelerate the Obligations and pursue their rights and remedies under the Financing Documents and applicable law) and (ii) the Specified Defaults shall be reinstated and shall be in full force and effect.
Temporary Waiver. The Company has advised the Noteholders that it is not currently and has not been in compliance with Sections 7.1(d) and 11.3 of the Note Purchase Agreement, and as a result of such non-compliance there have occurred and are continuing Events of Default under Section 12(c) of the Note Purchase Agreement (such non-compliance and resulting Events of Default are collectively referred to herein as the "Existing Defaults"). On the Waiver Effective Date (as defined in Section 3 below), the undersigned Noteholders hereby temporarily waive, as of the date hereof and continuing through December 15, 2006, compliance by the Company with, and the Events of Default occurring as a result of the Company's failure to be in compliance with, Sections 7.1(d) and 11.3 of the Note Purchase Agreement, provided, however, this temporary waiver shall only be effective so long as from the date of this Waiver and continuing through December 15, 2006 (the "Waiver Period"), the Company shall be in compliance in all respects with the terms and conditions of Section 5 hereof. The failure of the Company to comply with its agreements in Section 5 of this Waiver shall be deemed an automatic Event of Default under Section 12(c) of the Note Purchase Agreement (as of the date the Existing Defaults originally occurred) and a rescission of the temporary waiver in this Section 1, in each case, without any notice or other action on behalf of the Noteholders. The temporary waiver of the Existing Defaults is limited to the specific instances of failure to comply and the resulting Events of Default which are described above and shall not be deemed a waiver of or consent to any other failure to comply with the terms of Sections 7.1(d) or 11.3 of the Note Purchase Agreement or any other provisions of the Note Purchase Agreement. Such waiver shall not prejudice or constitute a waiver of any right or remedies which the Noteholders may have or be entitled to with respect to any other breach of Sections 7.1(d) or 11.3 or any other provision of the Note Purchase Agreement. The waiver contemplated in this Section 1 shall be effective only for the Existing Defaults and only for the Waiver Period, and such waiver shall not entitle the Company to any future waiver in similar or other circumstances and shall automatically cease to be effective upon the expiration of the Waiver Period, without notice or other action of any kind by the Noteholders. The Noteholders reserve their respective rights, in their discret...
Temporary Waiver. (a) If the Licensee has not obtained the approvals under Section 3.7, the Licensee may request a temporary waiver of that obligation in order to Commercialize the Licensed Product in a “Country of Manufacture” or “Country of Sale” by providing MPP and Shionogi:
Temporary Waiver. (a) The Company acknowledges and agrees that, as a result of the Existing Defaults under the Note Purchase Agreement, the Noteholders may, on or after December 15, 2006, if they so elect, proceed to enforce their respective rights and remedies under the Note Purchase Agreement to collect the Company's obligations thereunder.
Temporary Waiver. The Senior Lenders agree, on the terms and subject to the conditions hereof, temporarily to waive during the period (the "Waiver Period") from and after the date the conditions specified in Section 5 have been satisfied (the "Effective Date") until (but excluding) the Waiver Termination Date (as defined in Section 6 below) the Specified Defaults. Notwithstanding such temporary waiver, it is understood by the Borrower and SRT that the Senior Lenders have not waived, other than the Specified Defaults, any Default or Event of Default or any rights or remedies in respect thereof under the Transaction Documents or otherwise. During the Waiver Period (and thereafter), the Senior Lenders shall be permitted to exercise all of their rights and remedies under the Transaction Documents (other than with respect to the Specified Defaults), except as may be expressly limited or provided otherwise in this Agreement.
Temporary Waiver. (a) The Borrower hereby informs the Lenders and acknowledges that the Borrower may have failed to comply with the minimum net worth covenant set forth in Section 6.17 of the Credit Agreement for the fiscal quarter ended December 31, 2008 which would result in an Event of Default under the Credit Agreement as of December 31, 2008 (the “Existing Default”).
Temporary Waiver. The parties hereto agree to extend temporarily the waiver of compliance by the Guarantor with the requirements of Clause 35(3) of the Charter, as amended above, during the Waiver Period (and for the avoidance of doubt the Guarantor’s compliance with the requirements of Clause 35(3) of the Charter, as amended above, shall be reinstated immediately upon the expiration of the Waiver Period and shall be required at all times thereafter).
Temporary Waiver. Subject to the satisfaction of the conditions set forth in Section 5 of this Temporary Waiver and Amendment, (A) the Required Note-Holders hereby temporarily waive the Financial Reporting Defaults and extend the date upon which Borrower shall be required to deliver to Administrative Agent and Purchasers the Audited Financial Statements accompanied by an opinion of Ernst and Young LLP, a management report, a narrative report and management’s discussion and analysis, the Compliance Certificate, the E&Y Certificate and the Monthly Reports, in each case to July 15, 2008 (the “Delivery Date”); provided, however, that the delivery of any such documentation on or before the Delivery Date shall not constitute a cure or waiver of the Events of Default caused by the Financial Reporting Defaults and that on or before the Delivery Date, Borrower, Holdings, Administrative Agent and the Purchasers shall enter into an amendment to the Purchase Agreement in form and substance satisfactory to the Administrative Agent and the Purchasers and the failure to enter into such amendment shall constitute an additional Event of Default under the Purchase Agreement and (B) with respect to any other Defaults or Events of Default set forth on Schedule I hereto, the Required Note-Holders hereby temporarily waive until the Delivery Date such Defaults or Events of Default.
Temporary Waiver. Subject to the conditions set out in Clause 5.2 (Conditions for temporary waiver) below, the Finance Parties have agreed to the temporary waiver of the following provisions of the Amended Facility Agreement in the period from 31 December 2008 and up until 1 January 2010 (the “Waiver Period”):
