Waivers by Purchasers; Amendment to the Transaction Documents Sample Clauses

Waivers by Purchasers; Amendment to the Transaction Documents. (a) The Company hereby acknowledges the current and continuing existence of the Existing Defaults. (b) Subject to the terms and provisions of this Agreement, each Purchaser hereby irrevocably waives the Existing Defaults and waives, and agrees to permanently forbear from exercising, any Available Remedies it now has or may in the future have and any rights and remedies that will be available to such Purchaser as a result of the Existing Defaults. (c) The Company and each Purchaser amends and restates Section 8(a)(ix) of the Debentures as follows: "a Registration Statement shall not have been declared effective by the Commission on or prior to (A) October 31, 2006, unless (I) the Company has filed all reports required to be filed by it under Rule 144(c)(1) of the Securities Act as of October 31, 2006, and (II) the Company has paid liquidated damages to each Purchaser on or prior to November 1, 2006 on account of the Company's failure to cause the initial Registration Statement to be declared effective on or before October 31, 2006 in an amount equal to 1.5% of the aggregate purchase price paid by such Purchaser pursuant to the Purchase Agreement for any Registrable Securities other than Warrant Shares then held by such Purchaser (assuming for such purpose only, that all Debentures have been converted), which payment shall be deemed by all Purchasers to satisfy the liquidated damages payment requirement of the Company pursuant to Section 2(b) of the Registration Rights Agreement with respect to the month of November 2006, (B) November 30, 2006, unless (I) the Company has filed all reports required to be filed by it under Rule 144(c)(1) of the Securities Act as of November 30, 2006, and (II) the Company has paid liquidated damages to each Purchaser on or prior to December 1, 2006 on account of the Company's failure to cause the initial Registration Statement to be declared effective on or before November 30, 2006 in an amount equal to 1.5% of the aggregate purchase price paid by such Purchaser pursuant to the Purchase Agreement for any Registrable Securities other than Warrant Shares then held by such Purchaser (assuming for such purpose only, that all Debentures have been converted), which payment shall be deemed by all Purchasers to satisfy the liquidated damages payment requirement of the Company pursuant to Section 2(b) of the Registration Rights Agreement with respect to the month of December 2006, or (C) January 2, 2007." (d) Each Purchaser hereby irrev...
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Related to Waivers by Purchasers; Amendment to the Transaction Documents

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Amendment of Bidding Documents 10.1 Before the deadline for submission of bids, the Employer may modify the bidding documents by issuing addenda. 10.2 Any addendum thus issued shall be part of the bidding documents and shall be communicated in writing or by cable to all the purchasers of the bidding documents. Prospective bidders shall acknowledge receipt of each addendum by cable to the Employer. 10.3 To give prospective bidders reasonable time in which to take an addendum into account in preparing their bids, the Employer shall extend as necessary the deadline for submission of bids, in accordance with Sub-Clause 20.2 below.

  • Amendments to Transaction Documents Without the consent of the Agent, amend, modify or otherwise change any of the terms or provisions of any Transaction Document other than (i) supplements identifying Solar Loans to be transferred in connection with each transfer of Solar Loans and the related Solar Assets from time to time in accordance with the Sale and Contribution Agreement or this Agreement, (ii) amendments, supplements or other changes in accordance with the terms of the applicable Transaction Document, and (iii) amendments, supplements or other changes with respect to exhibits and schedules to any Transaction Document that would not reasonably be expected to have a material adverse effect on the value, enforceability, or collectability of the Collateral or adversely affect Collections.

  • Effect on Transaction Documents Except as expressly set forth above, all of the terms and conditions of the Transaction Documents shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein, including, but not limited to, any other obligations the Company may have to the Purchaser under the Transaction Documents. Notwithstanding the foregoing, this Agreement shall be deemed for all purposes as an amendment to any Transaction Document as required to serve the purposes hereof, and in the event of any conflict between the terms and provisions of the Debentures or any other Transaction Document, on the one hand, and the terms and provisions of this Agreement, on the other hand, the terms and provisions of this Agreement shall prevail.

  • Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.

  • Descriptions of the Transaction Documents Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Amendments to the Purchase Agreement (a) Section 1.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

  • Acquisition Documents As of the Closing Date: (a) Borrower has furnished Bank with true, correct and complete execution copies of all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (other than in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.

  • MODIFICATION BY SUBSEQUENT AGREEMENT This Agreement may be modified by subsequent agreement of the Couple only by an instrument in writing signed by both of them, an oral agreement to the extent that the Couple executes it, or an in-court oral agreement made into an order by a court of competent jurisdiction.

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

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