WAIVER AND FORBEARANCE. No rights of any Party shall be prejudiced or restricted by any indulgence or forbearance, to any other person or entity, and no waiver by any Party in respect of any breach shall operate as a waiver in respect of any subsequent breach.
WAIVER AND FORBEARANCE. 2.1. The Company has informed the Administrative Agent, the Collateral Agent and the Consenting Lenders that, but for this Amendment and Waiver, certain Unmatured Defaults and Defaults would result from the Restructuring Transactions under:
(i) Section 7.2 of the Credit Agreement as a result of failure to pay (A) principal of any Loan when due, (B) interest on any Loan or of any commitment or ticking fee when due, or (C) any other obligations under any of the Loan Documents when due;
(ii) Section 7.5 of the Credit Agreement as a result of (A) the failure by the Company or any of its Subsidiaries to pay when due any principal of, or premium or interest on (beyond any applicable grace period therefor) any Material Indebtedness, (B) default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or the occurrence of any other event or condition, the effect of which causes, or permits the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity, or (C) Material Indebtedness of the Company or any of its Subsidiaries declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof;
(iii) Section 7.6 of the Credit Agreement as result of any of the following occurring with respect to the Company or certain of its Subsidiaries (A) voluntarily having an order for relief entered with respect to it under any existing or future Debtor Relief Law, (B) making an assignment for the benefit of creditors, (C) applying for, seeking, consenting to, or acquiescing in, the appointment of a receiver, interim receiver, monitor, administrator, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (D) instituting any proceeding seeking an order for relief under any existing or future Debtor Relief Law, seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, administration, reorganization, moratorium, arrangement, adjustment or composition of it or its debts or seeking similar relief under any Debtor Relief Law or similar proceeding or failing to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (E) taking any corporate, company or o...
WAIVER AND FORBEARANCE. Subject to the Obligors’ compliance with each of the terms and provisions of this Agreement, including, without limitation, the Obligors’ compliance with each of the Conditions Precedent contained in Article 4 below, the Bank agrees to waive the Defaults and to forbear from exercising its rights both at law and in equity to accelerate and collect the indebtedness owed to it under the Loans on account of the Defaults.
WAIVER AND FORBEARANCE. No failure to exercise or delay in exercising any right or remedy under this Agreement shall constitute a waiver thereof and no waiver by either Party of any breach or non-fulfilment by the other Party of any provision of this Agreement shall be deemed to be a waiver of any subsequent or other breach of that or any other provision hereof and no single or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right or remedy. The rights and remedies of the Parties provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
WAIVER AND FORBEARANCE. (a) The Lessor hereby waives any Default or Event of Default under any of the Lease Documents arising from (i) the Lessee's failure to make the Basic Rent payment due on November 1, 2001 or to reinstate the Rent Letter of Credit before the date of this Agreement, (ii) the Lessee's failure to meet the Fixed Charge Coverage Ratio required under Section 5.09 of the Participation Agreement for the fiscal quarters ending on September 30, 2001 and December 31, 2001, (iii) to the extent the documents set forth on Schedule I hereto shall be delivered to the Lessor on or before January 30, 2002, the Lessee's failure to deliver any documents required to be delivered under Sections 5.04 and 5.10 of the Participation Agreement prior to the date of this Agreement, (iv) the failure to pay the Guarantor's 10 1/4% Senior Notes due 2001 at maturity and (v) the Guarantor being a debtor under Chapter 11 of the Bankruptcy Code; provided, however, that the waiver granted pursuant to the foregoing clause (v) shall be rescinded if the Guarantor shall be a debtor under the Bankruptcy Code on or after June 30, 2002; and provided, further, that the waivers granted pursuant to this paragraph (a) shall be rescinded if the payment of Basic Rent due on February 28, 2002 shall not be paid by the Lessee on February 28, 2002, it being understood that a draw by the Lessor against the Rent Letter of Credit shall not be deemed to be a payment by the Lessee for the purposes hereof.
(b) The Lessor hereby agrees to forbear until June 30, 2002 from exercising its rights and remedies under the Lease with respect to a breach of Section 5.09 of the Participation Agreement with respect to the fiscal quarter ending on March 31, 2002.
WAIVER AND FORBEARANCE. No waiver by a party hereto of any breach by the other party of any of its obligations, agreements or covenants hereunder shall be deemed to be a waiver of any subsequent breach of the same or any other covenant, agreement or obligation. Nor shall any forbearance by a party to seek a remedy for any breach of the other party be deemed a waiver by the first party of its rights or remedies with respect to such breach.
WAIVER AND FORBEARANCE. No delay or forbearance by the Seller shall be construed to be a waiver of the Seller’s rights under any Contract unless such waiver is given expressly in writing by the Seller.
WAIVER AND FORBEARANCE. 1.1 Subject to the conditions set forth in Section 2.1, Noteholder hereby grants the Company a waiver of the Defaults for the limited purpose of permitting the Company to consummate all of the transactions under and contemplated by the Asset Purchase Agreement (the “Transaction Waiver”). The Transaction Waiver shall not be effective until each of the conditions in Section 2.1 hereof have been fulfilled.
1.2 The Company represents, warrants, acknowledges and agrees that the Transaction Waiver shall be required in order for the Company to consummate the transactions set forth in the Asset Purchase Agreement.
1.3 The Transaction Waiver is not a continuing waiver of Sections 10(c) and 11 of the Note (or the Amended Note) or any other provisions of the Note (or the Amended Note), or any provisions of the Security Agreement, and shall apply solely in respect of the transactions expressly set forth in the Asset Purchase Agreement. For the avoidance of doubt, the Transaction Waiver shall not apply to any amendment, modification or waiver of the Asset Purchase Agreement or in respect of any transactions contemplated by any Asset Purchase Agreement as amended, modified or waived.
1.4 The Transaction Waiver shall be revoked in the event the Company breaches (or determines to breach at or prior to the closing under the Asset Purchase Agreement) any of its other obligations under this Agreement.
WAIVER AND FORBEARANCE. The Bank hereby waives (i) the violations created by the Borrower's failure to be in compliance with the Tangible Net Worth covenant contained in Section 10.1 [Tangible Net Worth] of the Loan Agreement as of December 31, 2003 and for any period prior thereto and any Event of Default created thereby, and (ii) the violation created by the Borrower's failure to be in compliance with the Annual Income covenant contained in Section 10.6 [Annual Income] of the Loan Agreement as of December 31, 2003 and for any period prior thereto and any Event of Default created thereby. This waiver shall be a limited waiver for the time period stated herein and shall not constitute a course of conduct or dealing. Additionally, except as expressly provided herein, this Second Amendment shall not constitute a waiver of any existing defaults of the Borrower, and the Bank expressly reserves and retains all of their rights and remedies under the Loan Agreement with respect to this or any other violations or breaches of the Loan Agreement. Moreover, the Bank hereby agrees to forbear from pursuing any of its rights and remedies under the Loan Agreement as a result of the Events of Default created by the Borrower's violation of the Tangible Net Worth covenant contained in Section 10.1 [Tangible Net Worth] of the Loan Agreement as of December 31, 2003 and Borrower's violation of the Annual Income covenant contained in Section 10.6 [Annual Income] of the Loan Agreement as of December 31, 2003, all subject to the terms and provisions hereof.
WAIVER AND FORBEARANCE. The failure by the Lessor to insist upon strict performance of any term, condition or covenant of this lease or to exercise any right or remedy available on a breach there shall not constitute a waiver of any applicable term, condition or covenant of this agreement. Waiver of performance of any term, condition or covenant, or any breach thereof shall be only by written instrument executed by the Lessor. A waiver of any default shall not affect or alter any term, condition or covenant of this lease and those terms, conditions or covenants, shall continue in full force and effect with respect to any other subsequent default.
