Waivers and Agreements. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
Waivers and Agreements. The Guarantors hereby unconditionally:
4.01 Waive any requirement that the Agent Bank first seek to enforce remedies against the Borrower or any other person or entity before seeking to enforce this Agreement against the Guarantors.
4.02 Waive any requirement that the Agent Bank first make demand upon, or seek to enforce remedies against, any other Guarantors, or against any other guarantor of any of the Guarantied Obligations in any particular order, before demanding payment from, or seeking to enforce this Agreement against, a particular Guarantor. Each Guarantor acknowledges that the Agent Bank, in the Agent Bank's sole discretion, may enforce remedies against any one Guarantor pursuant to this Agreement and not enforce similar remedies against any other Guarantors with respect to the Guarantied Obligations or vice versa. The Guarantors further acknowledge that the enforcement of remedies against the Guarantors in lieu of enforcing remedies against any other guarantor, or vice versa, shall not affect the validity or enforceability of the Agent Bank's rights and/or remedies under this Agreement or any other guaranty agreement guarantying any of the Guarantied Obligations.
4.03 Waive any requirement that the Agent Bank first seek to enforce remedies against any property in which the Agent Bank may have any interest securing any (a) indebtedness which the Guarantors have guaranteed under this Agreement, or (b) guaranty obligations of any other guarantor, or enforcing any such rights in any particular order, before demanding payment from, or seeking to enforce this Agreement against, the Guarantors.
Waivers and Agreements. (a) The covenants, agreements and obligations of each Borrower set forth herein are joint and several and shall be primary obligations of such Borrower, and, to the extent not prohibited by applicable law, such obligations shall be absolute and unconditional, shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense (other than full and strict compliance by each Borrower with its obligations hereunder) based upon any claim such Borrower, any other Borrower or any other Person may have against the Administrative Agent, the Lenders or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever, foreseeable or unforeseeable and without regard to whether such Borrower, any other Borrower, the Administrative Agent or any Lender shall have any knowledge or notice thereof, including, without limitation:
(i) any termination, amendment, modification, addition, deletion or supplement to or other change to any of the terms of any Loan Document in accordance with its terms or any other instrument or agreement applicable to any of the parties hereto or thereto, or any assignment or transfer of any thereof, or any furnishing or acceptance or release of additional security for any Obligation or for the obligations of any Person under any Loan Document, or the failure of any security or the failure of any Person to perfect any interest in any collateral; any waiver of, or extension of time for the performance of, the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in any Loan Document, or any other waiver, forbearance, consent, extension, renewal, indulgence, compromise, release, settlement, refunding or other action or inaction under or in respect of any Loan Document or any other instrument or agreement, or under or in respect of any obligation or liability of each Borrower, or the Administrative Agent or any exercise or non-exercise of any right, remedy, power or privilege under or in respect of any such instrument of agreement or any such obligation or liability;
(ii) any failure, omission or delay on the part of the Administrative Agent to enforce, assert or exercise any right, power or remedy conferred on it in any Credit Document to give notice to any Borrower of the occurrence of an Event of Default;
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Waivers and Agreements. The Guarantor hereby unconditionally:
(a) Waives any requirement that EKPC or Cooperative first seeks to enforce its remedies against Customer or any other person or entity before seeking to enforce this Guaranty Agreement against the Guarantor.
(b) Covenants that the Guarantor’s obligations under this Guaranty Agreement will not be discharged except by complete payment and performance of all the Guaranteed Obligations existing under the Industrial Power Agreement.
(c) Agrees that this Guaranty Agreement shall remain in full force and effect without regard to, and shall not be affected or impaired by any invalidity, irregularity or unenforceability in whole or in part of, the Industrial Power Agreement; or any limitation of the liability of Customer thereunder; or any limitation on the method or terms of payment or performance assurance thereunder which may now or hereafter be caused or imposed in any manner whatsoever.
(d) Waives any obligation that EKPC or Cooperative might otherwise have to marshal assets or to proceed against any particular persons or assets in any particular order.
Waivers and Agreements. (a) Section 2 of the Registration Rights Agreement required that (among other things), the Company file an Initial Registration Statement (as defined in the Registration Rights Agreement) and obtain effectiveness of the Initial Registration Statement by certain dates. Buyer hereby waives fifty percent (50%) of the Company's obligation to pay any penalties and charges relating to such failures, including Liquidated Damages (as that term is defined in Section 2(c) of the Registration Rights Agreement) that may have accrued through the date hereof as a result of such non-compliance with the filing and effectiveness deadlines (collectively referred to as the "Penalties"); provided that (i) the Company complies with its obligations specified in this Waiver Agreement and (ii) the Debentures are redeemed on or before June 5, 2007 (the "Deadline"); provided, however, that upon the delivery by the Company to the Buyer of significant evidence of a potential financing transaction (the proceeds of which would, at a minimum, repay the outstanding amounts of principal and interest with respect to the Debentures) at any time prior to the Deadline, the Buyer reserves the right to extend the Deadline to June 30, 2007 (the "Extended Deadline"), and that such consent shall not be unreasonably withheld, conditioned or denied. For the avoidance of doubt, if the Company fails to comply with its obligations set forth in this Waiver Agreement or fails to redeem the Debentures on or before the Deadline, or the Extended Deadline (if applicable), Liquidated Damages will be deemed to have continued to accrue and Buyer will remain entitled to payment of 100% of the Penalties, and all Penalties relating to any period on or after the date hereof. The Company and the Buyer agree that the Company may withdraw its current registration statement on Form SB-2/A (Reg. No. 333-131825) that was filed with the United States Securities and Exchange Commission (the "SEC") on July 18, 2006. The Company shall undertake to file a registration statement covering such number of shares of common stock of the Company equal to one-third of the number of shares of outstanding common stock held by public stockholders, not including any shares held by affiliates of the Company, or the common shares issued or to be issued pursuant to the Secured Debenture (the "Total Registered Shares"), by the Deadline or the Extended Deadline, if applicable. The Company shall use its best efforts to obtain the effectiveness...
Waivers and Agreements. The Guarantor hereby unconditionally:
a. Waives any requirements that EKPC or Cooperative first seeks to enforce its remedies against Customer or any other person or entity before seeking to enforce this Guaranty Agreement against the Guarantor.
b. Covenants that the Guarantor’s obligations under this Guaranty Agreement will not be discharged except by complete payment and performance of all the Guaranteed Obligations existing under the Industrial Power Agreement.
c. Agrees that this Guaranty Agreement shall remain in full force and effect without regard to, and shall not be affected or impaired by any invalidity, irregularity or unenforceability in whole or in part of, the Industrial Power Agreement; or any limitation of the liability of Customer thereunder; or any limitation on the method or terms of payment or performance assurance thereunder which may now or hereafter be caused or imposed in any manner whatsoever.
d. Waives any obligation that EKPC or Cooperative might otherwise have to marshal assets or to proceed against any particular persons or assets in any particular order. Xxxxx X. Xxxxxxxx Executive Director
Waivers and Agreements. Maker and all endorsers, sureties and guarantors, jointly and severally: (a) waive presentment for payment, demand, notice of demand, notice of nonpayment or dishonor, protest and notice of protest of this Note, and all other notices (not expressly provided for in this Note) in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note; and (b) agree that the liability of each of them shall be unconditional without regard to the liability of any other party and with respect to any such endorser, surety or guarantor, shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee at any time; such endorsers, sureties and guarantors, jointly or severally, further (c) consent to any and all indulgences, extensions of time, renewals, waivers or modifications granted or consented to by Payee at any time; and (d) agree that additional makers, endorsers, guarantors or sureties may become parties to this Note without notice to them or affecting their liability under this Note.
Waivers and Agreements. Agent shall have received the Waivers and corresponding landlord, mortgagee, warehouseman, consignment, processing or similar agreements reasonably requested by and satisfactory to Agent with respect to all premises leased by Loan Parties or at which Inventory is located as set forth on Schedule 8.1(t) except for those premises or locations at which less than Fifty Thousand and 00/100 Dollars ($50,000.00) of Inventory is located;
Waivers and Agreements. Except as otherwise expressly provided in this Agreement, each Credit Party hereby waives notice of acceptance of its joint and several liability, notice of any Advances or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Credit Party hereby waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Agent or Lenders to marshal assets or to proceed against any other Credit Party, other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against such Credit Party. Each Credit Party waives all defenses available to a surety, guarantor or accommodation co-obligor other than payment in full of all Obligations. Each Credit Party hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Credit Party in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Credit Party. Without limiting the generality of the foregoing, each Credit Party assents to any other action or delay in acting or failure to act on the part of Agent or any Lender with respect to the failure by any Credit Party to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, ...
Waivers and Agreements. (a) Section 6.1(a) of the Credit Agreement requires that the Maximum Leverage Ratio not exceed 2.25:1.00 for First Quarter End 2002. The Borrower has informed the Agent and the Lenders that its Maximum Leverage Ratio for such period will be 4.91:1.00. As a result of such noncompliance, an Event of Default has occurred and is continuing under the Credit Agreement. At the Borrower's request, the Lenders agree to waive such Event of Default, subject to the terms and conditions set forth herein.
(b) Section 6.1(b) of the Credit Agreement requires that the Fixed Charge Coverage Ratio not be less than 1.20:1.00 for the First Quarter End 2002. The Borrower has informed the Agent and the Lenders that its Fixed Charge Coverage Ratio for such period was 0.63:1.00. As a result of such noncompliance, an Event of Default has occurred and is continuing under the Credit Agreement. At the Borrower's request, the Lenders agree to waive such Event of Default, subject to the terms and conditions set forth herein.
(c) Section 5 of the First Amendment provides that the continuing effectiveness of the First Amendment is subject to the condition subsequent that, not later than 30 days after the execution, delivery and effectiveness of the First Amendment, the Borrower shall deliver to the Agent control agreements with respect to each of the deposit accounts subject to either the Security Agreement or the Guarantor Security Agreement. The Borrower has requested that (i) the Lenders only require such control agreements for (x) Account Number 2000003243998 held with First Union National Bank, (y) Account Number 2000003244007 held with First Union National Bank and (z) Account Number 2306552 held with State Street Bank and Trust on the condition that thx Xxxxxwer agree it shall maintain a balance no greater than $15,000 in each account not subject to a control agreement, allowing a greater balance in each such account only as necessary to fulfill present payroll obligations of the Borrower or any Subsidiary and (ii) the Lenders extend the time period for obtaining such control agreements until 30 days after the execution, delivery and effectiveness of this Amendment. The Lenders agree to the Borrower's request, subject to the terms and conditions set forth herein. The Borrower hereby covenants that it shall maintain a balance no greater than $15,000 in any deposit account not subject to a control agreement, allowing a greater balance in each such account only as necessary to fulfill...
