Waiver of Certain Events of Default. Each DIP Lender hereby waives any Default or Event of Default arising under Section 7.01(l) of the DIP Credit Agreement, solely to the extent that any such Default or Event of Default arises out of any Pre-Petition Payment made by any Loan Party (including, if applicable, any Forfeited Entity) pursuant to the terms of (a) Paragraph 9 of that certain Adelphia-Rigas Settlement Agreement, entered into as of April 25, 2005, by and among the Parent (on behalf of itself and its subsidiaries), the Rigas Family (as such term is therein defined) and Xxxxx X. Xxxxxxx (the "Adelphia-Rigas Settlement Agreement") or (b) Section 2.1 of that certain Settlement Agreement, dated as of April 2005, among the Parent, Tele-Media Corporation of Delaware and the other parties named therein (the "Tele-Media Settlement Agreement"), it being understood and agreed that (i) the aggregate Pre-Petition Payment to be made by the Loan Parties pursuant to the terms of (A) Paragraph 9 of the Adelphia-Rigas Settlement Agreement shall not exceed $11,500,000, and (B) Section 2.1 of the Tele-Media Settlement Agreement shall not exceed $21,650,000, and (ii) the effectiveness of the waiver with respect to the Pre-Petition Payment to be made by the Loan Parties pursuant to the terms of Paragraph 9 of the Adelphia-Rigas Settlement Agreement shall be conditioned upon the receipt by the Loan Parties of an order of the Bankruptcy Court that is reasonably satisfactory to the Co-Lead Arrangers approving the terms of the Adelphia-Rigas Settlement Agreement, including without limitation, the Pre-Petition Payment to be made pursuant to the terms of Paragraph 9 thereof, it being expressly understood and agreed that to the extent the Bankruptcy Court does not issue an order approving the terms of the Adelphia-Rigas Settlement Agreement, the waiver set forth in this Section 11 with respect to the Pre-Petition Payment to be made pursuant to the terms of Paragraph 9 of the Adelphia-Rigas Settlement Agreement (and only the waiver with respect to such Pre-Petition Payment) shall be null and void and of no further force or effect. Without limiting the foregoing, the DIP Lenders hereby acknowledge and agree that (1) the Pre-Petition Payments to be made by the Loan Parties pursuant to the terms of this Section 11 shall not count against or otherwise reduce the aggregate dollar amount of Pre-Petition Payments that the Loan Parties are permitted to make under Section 7.01(l)(x) of the DIP Credit Agreement without obt...
Waiver of Certain Events of Default. Borrower has notified Prairie that the Events of Default described on Schedule I hereto have occurred and are existing (collectively, the "Designated Defaults"). From and after the date hereof, Prairie shall be deemed to have waived the Designated Defaults and its rights to pursue the remedies available to it on account of
Waiver of Certain Events of Default. The Borrower has notified the Agent and the Lenders that the Events of Default described on Schedule I hereto have occurred and are existing (collectively, the "Designed Defaults"). From and after the Effective Date, the Lenders shall be deemed to have waived the Designated Defaults and their rights to pursue the remedies available to them on account of the Designated Defaults. Further, the Lenders agree to waive any Unmatured Event of Default or Event of Default that shall occur solely due to the failure of the Borrowers to comply with the Fixed Charge Coverage Ratio covenant set forth in Section 11.6.1 of the Existing Credit Agreement, as amended, solely for the Computation Period ending September 30, 2001; provided, that, such waiver shall automatically be rescinded and of no force or effect if the Fixed Charge Coverage Ratio for such Computation Period shall be less than 0.75 to 1.00. The foregoing waivers shall not be deemed a waiver of any other Unmatured Event of Default or Event of Default which has occurred or exists under the Existing Credit Agreement or hereafter may occur under the Existing Credit Agreement, as amended, or to establish a custom or course of dealing among the Borrowers, the Agent, the Lenders or any of them. Except as specifically set forth herein, the Agent and the Lenders hereby expressly reserve all of their rights and remedies under the Existing Credit Agreement, as amended, the other Loan Documents and applicable law.
Waiver of Certain Events of Default. Subject to the terms and conditions set forth herein, and in reliance on the representations and warranties of Borrower and Holdings, and each of their Subsidiaries, the Lenders waive each of the Events of Default set forth below to the extent such Event of Default was caused by the failure of the Borrower from time to time prior to the date hereof to apply payments on the SwissCo Intercompany Note to the Loans pursuant to Section 2.9(a)(ii):
(a) each Event of Default under Section 7.1(a), resulting from the Borrower’s failure to make the required mandatory payments of the Loans pursuant to Section 2.9(a)(ii);
(b) each Event of Default under Section 7.1(b), resulting from the Borrower’s breach of the representation and warranty that there is no Default or Event of Default, such representation and warranty having been made each time that a Loan was requested, each time Loan proceeds were received, each time a continuation and conversion was requested, and at the time of delivery of each Compliance Certificate;
(c) each Event of Default under Section 7.1(c), resulting from the Borrower’s failure to comply with Section 5.7(i), which requires Borrower to promptly provide notice of any Event of Default to Administrative Agent and each Lender; and
(d) each Event of Default under Section 7.1(d), resulting from the Borrower’s failure to notify the Administrative Agent in writing (as required pursuant to Section 2.9(h)) of the amount of mandatory prepayments made pursuant to Section 2.9(a)(ii) and the reason therefor.
Waiver of Certain Events of Default. The Investor hereby irrevocably waives any defaults arising as a result of the following events occurring prior to the Effective Date or continuing during the Forbearance Period, which, but for the waiver set forth in this Section 2.2 would constitute Events of Default by the Company under the Notes: (i) the suspension from trading and failure of the Company’s common stock to be listed on an Eligible Market; (iii) the Company’s failure to pay interest when and as due under the Notes; (iv) the Company’s failure to list the Registrable Securities on the Principal Market or on another Eligible Market; (v) any defaults by the Company under the Notes arising from any events of default under the Company’s 5% Senior Convertible Notes which have been waived by the holders of such notes. In addition, the Investor irrevocably waives any Event of Default by the Company under the Notes occurring due to the Company’s failure to pay interest on any interest payment date occurring during the Forbearance Period (as hereinafter defined). The waivers effected pursuant to this Section 2.2 shall be effective as of the date of the occurrence of each such event specified in this Section 2.2. Notwithstanding the foregoing, Interest on the principal amount of the Notes shall continue to accrue at the Default Rate under the Notes and Late Charges shall continue to accrue on any amounts not timely paid under the Notes at all times as though this Agreement were not in effect.
Waiver of Certain Events of Default. Effective as of the date of this Amendment and subject to the terms of this Amendment, Lender hereby waives any Events of Default existing under Section 7.20(a)(i) (“Minimum Interest Coverage Ratio”) of the Loan Agreement arising from non-compliance by Borrower with such requirements as of April 30, 2004 and May 31, 2004, and under Section 7.20(a)(iv) (“Budgeted EBT and Gross Revenues”) of the Loan Agreement and Section 7.20(a)(ii) (“Tangible Net Worth”) of the Loan Agreement, in each case arising from non-compliance by Borrower with such requirements as of March 31, 2004, April 30, 2004, May 31, 2004 and June 30, 2004, respectively.
Waiver of Certain Events of Default. The Borrower is in default under certain terms and provisions of the Existing Loan Agreement and the Loan Documents. The parties desire that the Bank waive these defaults as of the Effective Date and subject to the terms and provisions of this Amendment.
a. Waiver of Event of Default Arising out of Failure to Comply with Sections 4.12 and 4.17 of Security Agreement. The Bank hereby waives the event of default resulting from the Borrower's failure to furnish to the Bank (a) a security agreement describing the Borrower's trademarks which are registered with the United States of America Patent and Trademark Office (the "U.S. Trademarks") and (b) a valid perfected first priority security interest in the Borrower's trademarks which are registered with governmental authorities other than the United States of America, which were to be furnished to the Bank in connection with the execution of the Security Agreement. To induce the Bank to agree to this waiver of the event of default, the Borrower agrees that it will (a) execute and deliver a trademark security agreement granting the Bank a perfected first priority security interest in the Borrower's U.S. Trademarks required to be delivered pursuant to Sections 4.12 and 4.17 of the Security Agreement on or before February 28, 2001 and its failure to deliver such trademark security agreement on or before February 28, 2001 shall constitute and event of default under the Agreement, and (b) at any time in the future upon the Bank's request execute and deliver a trademark security agreement granting the Bank a perfected first priority security interest in the Borrower's trademarks which are registered with governmental authorities other than the United States of America.
b. Waiver of Event of Default Arising out of Failure to Comply with Section 4.18 of Security Agreement. The Bank hereby waives the event of default resulting from the Borrower's failure to have taken, on or before January 15, 2001, all action required by the Collateral Agent to give the Collateral Agent control over the accounts described in Exhibit 3.7 to the Security Agreement, including without limitation, the execution and delivery among the Borrower, the Collateral Agent and the institutions identified on such Exhibit 3.7 of control agreements in form and substance satisfactory to the Collateral Agent.
c. Waiver of Event of Default Arising out of Failure to Comply with Section 4.22
Waiver of Certain Events of Default. For purposes of the transactions contemplated by this Agreement only Lender and Borrowers agree that the failure of Borrowers to comply with the terms of Section 9.20 of the Original Loan Agreement shall not constitute an Event of Default under Section 10.1 hereof. SECTION 13. JOINT AND SEVERAL LIABILITY AND SURETYSHIP WAIVERS.
Waiver of Certain Events of Default. Laurus hereby waives the Existing Defaults. Laurus further waives default interest under the Note which has accrued and remains unpaid as of the date hereof. Notwithstanding the foregoing, the Company hereby covenants and agrees that: (i) it will raise additional equity of no less than five million dollars ($5,000,000) by February 28, 2008; (ii) the Pastdue Principal shall be paid in full on the Maturity Date (as defined in the Note after giving effect to the Amendment Effective Date (as defined below)), together with all other amounts due and payable on such date under the Purchase Agreement, the Related Agreements referred to therein, the Security Agreement and the Ancillary Agreements referred to therein; (iii) the Judgment Liens shall be satisfied in full and/or otherwise removed by no later than March 30, 2008; and (iv) the Property Tax liens shall be satisfied in full and/or otherwise removed by no later than March 30, 2008. Failure of the Company to comply with any of the items (i) through (iv) above will result in the above waivers being null and void and the Company will be liable for all Existing Defaults. Amendments to the Note
Waiver of Certain Events of Default. Borrower hereby acknowledges that each of the Defaults listed on Annex III hereto has occurred and remains continuing as of the date hereof (collectively, the “Existing Defaults”). Subject to the terms and conditions set forth in this Amendment, the Lenders hereby unconditionally and irrevocably waive the Existing Defaults.
