Waiver; Limitations Sample Clauses

Waiver; Limitations. Effective as of the Effective Date (defined below), subject to the satisfaction of the conditions to effectiveness set forth in Section 4.1 below, the Lenders and the Administrative Agent hereby waive the occurrence, existence or continuance of any Specified Event solely during the period commencing on the Effective Date and ending at the close of business on May 14, 2020 (such period, the “Waiver Period”). The waiver set forth in this Section 1.1 is a one-time waiver only and applies only during the Waiver Period. Exhibit 10.2 Automatically upon termination of the Waiver Period, (i) the waiver granted by the Lenders and the Administrative Agent hereunder shall terminate, (ii) all rights and remedies of the Lenders and the Administrative Agent with respect to the Specified Events shall be reinstated, (iii) all obligations of the Company (including any obligation to repay the Loans) with respect to the Specified Events shall be reinstated. For the avoidance of doubt, if the Existing Borrowing Base Deficiency or any other Borrowing Base Deficiency exists upon termination of the Waiver Period, an Event of Default shall be deemed to have occurred for all purposes immediately upon such termination of the Waiver Period. Notwithstanding anything to the contrary herein or in any other Credit Documents, neither the Lenders nor the Administrative Agent is now waiving, nor have any of them agreed to waive in the future (i) the breach of any provision of the Credit Documents (whether presently or subsequently existing or arising), (ii) any Specified Event or any consequence thereof, except solely to extent the consequences thereof have been expressly waived solely during the Waiver Period pursuant to this Section 1.1, (iii) any other Event of Default or Default (whether presently or subsequently existing or arising) or (iv) any rights, powers or remedies presently or subsequently available to any Lender, the Administrative Agent or any other Person against the Company, Holdings, the Seller, any other Person or any collateral, property or assets, under the Credit Agreement, any of the other Credit Documents, applicable law or otherwise, relating to any matter other than solely to the extent expressly waived herein, each of which rights, powers or remedies is hereby specifically and expressly reserved and shall continue. Without limiting the generality of the foregoing, this Waiver and Consent shall not be construed as a waiver or cure of any Specified Event; and all co...
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Waiver; Limitations. The Cardinal Entities have advised the Agent that prior to the date hereof (i) certain Receivables included in the calculation of the Net Receivables Balance and sold to the Seller under the Receivables Sale Agreement were originated by the Approved Sub-Originators (as defined in Section 2 below) rather than by the Originators, (ii) the sales of such Receivables by such Approved Sub-Originators to the Originators were not memorialized by written sale agreements, (iii) UCC financing statements may not have been filed against such Approved Sub-Originators to perfect the interests of the Originators, Xxxxxxx, the Seller or the Agent (on behalf of the Purchasers) in such Receivables or the Related Security therefor and (iv) due to the circumstances described in clauses (i) through (iii) above, such Receivables did not constitute Eligible Receivables. The circumstances described above resulted in breaches of various representations, warranties and covenants of the Cardinal Entities under the Transaction Documents and constitute continuing Amortization Events under the Receivables Purchase Agreement (such breaches and Amortization Events, solely to the extent arising from the circumstances described in the first sentence of this Section 1, the “Subject Events”). The Cardinal Entities have requested the waivers described in clause (a) below.
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Waiver; Limitations. 21 11.2 Survival of Agreement Provisions.............................. 21
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Waiver; Limitations. No waiver by either party of strict compliance with all terms and conditions of this Agreement shall constitute a waiver of any subsequent failure of the other party to comply strictly with each and every term and condition hereof.
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Waiver; Limitations. (a) On the terms and subject to the conditions set forth herein, each of the Waiving Parties hereby waives the occurrence of the Ratings-Related Breaches and the UCC-Related Breaches; provided, however, that the foregoing waiver of the UCC-Related Breaches shall terminate and shall have no further force or effect in the event that the Seller or the Servicer fails to timely perform its covenants set forth in clause (b) below or if any representation or warranty made by the Seller or the Servicer under clause (b) below is not true and correct when made.
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Waiver; Limitations. 724625209 10434046 2
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Waiver; Limitations. On the terms and subject to the conditions set forth herein, the Administrator, the LC Bank and the Majority LC Participants hereby waive (i) any violation of Section 2(l)(viii) of Exhibit IV to the Agreement arising solely from the failure of the Servicer to provide thirty (30) days prior written notice of the COALSALES Name Change, the Arclar Name Change or the COALTADE Name Change to the Administrator and (ii) any Termination Event or Unmatured Termination Event arising solely from a violation specifically described in clause (i) above. For the avoidance of doubt, the Administrator and the Purchasers are not now waiving, nor have they agreed to waive in the future, any Termination Event, Unmatured Termination Event or the breach of (or any rights and remedies related to the breach of) any provisions of the Agreement or any other Transaction Document other than as expressly set forth in the preceding sentence.
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Waiver; Limitations 
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Related to Waiver; Limitations

  • Other Limitations Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:

  • Further Limitations Geron shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or applicable securities laws; or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred in violation of any of the provisions of this Agreement or applicable securities laws.

  • Transfer Limitations The Borrower shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Collateral Portfolio to any person other than the Collateral Agent for the benefit of the Secured Parties, or engage in financing transactions or similar transactions with respect to the Collateral Portfolio with any person other than the Administrative Agent and the Lenders, in each case, except as otherwise expressly permitted by the terms of this Agreement.

  • Exceptions to Limitations Conversions to Alternate Base Rate Loans shall be permitted in the case of clauses (i) and (ii) of Section 2.1(b) above, in each case, unless the Administrative Agent has otherwise accelerated the Obligations or exercised other rights that terminate the Commitments under Section 10.2.

  • Survival; Limitations (a) The representations and warranties of the parties contained in or made pursuant to this Agreement shall be deemed to have been made on the date hereof and on the Closing Date, shall survive the Closing Date and shall remain operative and in full force and effect for the period ending 18 months thereafter (the “Survival Period”); provided that if on or prior to the expiration of the Survival Period, a notice of claim for indemnification shall have been given in accordance with Section 9.4 hereof, the indemnified party shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX; and provided further that the representations and warranties contained in, Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) and Section 3.20 (‘Investment Representations’) shall survive until the expiration of the applicable statute of limitations period plus 90 days and the representations and warranties contained in Sections 3.2 (‘Authority Relative to the Agreement’), 3.21 (‘Brokers’), 4.2 (‘Authority Relative to the Agreement’) and 4.8 (‘Brokers’) and all covenants and agreements made by any party hereunder which are to be performed after the Closing Date shall survive without time limit, with the exception of Sections 9.2(a) and 9.3(a), which shall only remain operative and in full force and effect as long as indemnification with respect to the underlying representation and warranty remains available in accordance with the foregoing provisions of this Section 9.1(a) (including as extended pursuant to the first proviso hereof).

  • Expense Limitations In the event the operating expenses of the Fund, ------------------- including amounts payable to the Investment Adviser pursuant to subsection (a) hereof, for any fiscal year ending on a date on which this Agreement is in effect exceed the expense limitations applicable to the Fund imposed by applicable state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, the Investment Adviser shall reduce its management and investment advisory fee by the extent of such excess and, if required pursuant to any such laws or regulations, will reimburse the Fund in the amount of such excess; provided, however, to the extent permitted by law, -------- ------- there shall be excluded from such expenses the amount of any interest, taxes, distribution fees, brokerage fees and commissions and extraordinary expenses (including but not limited to legal claims and liabilities and litigation costs and any indemnification related thereto) paid or payable by the Fund. Whenever the expenses of the Fund exceed a pro rata portion of the applicable annual expense limitations, the estimated amount of reimbursement under such limitations shall be applicable as an offset against the monthly payment of the fee due to the Investment Adviser. Should two or more such expense limitations be applicable as at the end of the last business day of the month, that expense limitation which results in the largest reduction in the Investment Adviser's fee shall be applicable.

  • Liability Limitations The following limitations on liabilities shall apply:

  • Certain Limitations The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:

  • Warranty Limitations The warranties in Sections 6.1.1 and -------------------- 6.1.2 shall not apply to FreeStyle Products that have been modified or altered in any manner by anyone other than by or on behalf of TheraSense, or to defects caused (i) through no fault of TheraSense during shipment to or from Nipro; (ii) by the use or operation in an application or environment other than that intended or recommended by TheraSense; (iii) by service by anyone other than employees of, or persons approved in writing by, TheraSense; (iv) by accident, negligence, misuse, other than normal electrical stress, or other causes other than normal use; or (v) by storage, usage or handling in any manner inconsistent with the FreeStyle Products label provided by TheraSense. Replacement FreeStyle Products supplied under this warranty shall carry only the unexpired portion of the original warranty. TheraSense shall not be liable for misbranding with respect to any product labeling or package insert text provided or used by Nipro, or any translation thereof and TheraSense shall not be liable for any adulteration or failure to meet the Product Specifications due to handling or packaging of the FreeStyle Products by Nipro, its Affiliates, its Subdistributors or agents.

  • Indemnification Limitations (a) Purchaser shall be under no liability to indemnify Seller under 10.3.1 and no claim under Section 10.3.1 of this Agreement shall:

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