Waiver; No Other Amendments or Waivers Sample Clauses

Waiver; No Other Amendments or Waivers. (a) The Administrative Agent, on behalf of the Lenders and the Issuing Bank, hereby waives any Default or Event of Default now existing or hereafter arising as a result of (i) the Guarantor's failure to comply with Section 18 of the Parent Guaranty (as in effect immediately prior to giving effect to this Amendment) relating to the ratio of Total Debt to EBITDA, each as defined in the Parent Guaranty immediately prior to giving effect to this Amendment (the "Leverage Ratio Requirement"), and (ii) any default or event of default under other Indebtedness (including Guaranties) of the Guarantor, which default or event of default arises as a result of the Guarantor's failure to comply with the Leverage Ratio Requirement in the Parent Guaranty or to comply under the terms of such other Indebtedness with the same requirements contained in the Leverage Ratio Requirement.
Sample 1
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Waiver; No Other Amendments or Waivers. (a) To permit the transfer of the capital stock of the Borrower from the Parent Company to EMHC, the Collateral Agent and the Lenders hereby agree to release the Parent Company from its obligations under the Existing Parent Company Guaranty, subject to the other terms and conditions of this Amendment. The Lenders hereby consent to the release by the Collateral Agent of its Lien on the capital stock of the Borrower pursuant to the Existing Stock Pledge Agreement. Accordingly, the Collateral Agent hereby releases such Lien and agrees to return the original stock certificates and stock powers delivered to it in connection with such Lien to the Parent Company immediately upon effectiveness of this Amendment.
Sample 1

Related to Waiver; No Other Amendments or Waivers

  • No Other Amendments or Waivers The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lender under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Loan Agreement or any of the other Loan Documents. Except for the amendment set forth above, the text of the Loan Agreement and all other Loan Documents shall remain unchanged and in full force and effect and each Borrower and each Guarantor hereby ratifies and confirms its obligations thereunder. This Amendment shall not constitute a modification of the Loan Agreement or any of the other Loan Documents or a course of dealing with the Lender at variance with the Loan Agreement or the other Loan Documents such as to require further notice by the Lender to require strict compliance with the terms of the Loan Agreement and the other Loan Documents in the future, except as expressly set forth herein. Each Borrower and each Guarantor acknowledges and expressly agrees that the Lender reserves the right to, and does in fact, require strict compliance with all terms and provisions of the Loan Agreement and the other Loan Documents, as amended herein. No Borrower or Guarantor has knowledge of any challenge to the Lender’s claims arising under the Loan Documents, or to the effectiveness of the Loan Documents.

  • Amendments or Waivers No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

  • Modifications, Amendments or Waivers With the written consent of the Required Lenders, the Administrative Agent, acting on behalf of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Lenders and the Loan Parties; provided, that no such agreement, waiver or consent may be made which will:

  • Amendments or Waiver This Agreement may be changed, waived, discharged or terminated only by a writing signed by the parties hereto. No delay or omission by any party in exercising any right with respect hereto shall operate as waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.

  • No Amendments or Waivers As of the Cutoff Date, no material provision of a Receivable has been amended, modified or waived in a manner that is prohibited by the provisions of this Agreement.

  • No Other Amendment or Waiver Except as expressly amended by this Amendment, the Credit Agreement and all other Loan Documents remain in full force and effect in accordance with their terms, and the Parties ratify and confirm the Credit Agreement and all other Loan Documents in all respects.

  • No Other Amendments Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

  • No Other Amendment Except as expressly set forth in this Amendment, the Employment Agreement shall remain unchanged and shall continue in full force and effect according to its terms.

  • No Waiver; Amendments No failure on the part of Bank to exercise, no delay in exercising and no course of dealing with respect to, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. This Guaranty may not be amended or modified except by written agreement between Guarantor and Bank, and no consent or waiver hereunder shall be valid unless in writing and signed by Bank.

  • Execution of Amendments, Supplements or Waivers The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver has been duly authorized, executed and delivered by the Company and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereinafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such amendment, supplement or waiver is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

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