Amendments; Consents; Waivers. No amendment or other modification of this Agreement or any schedule hereto shall be effective unless in a writing signed and delivered by both Parties hereto. Any consent or waiver required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent or waiver and shall be effective only against such Party (and its Group).
Amendments; Consents; Waivers. Except as otherwise set forth herein, the Administrative Agent may (and upon the written request of the Required Banks the Administrative Agent shall) take or refrain from taking any action under this Agreement or any other Loan Document, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any other Loan Document or any Default or Event of Default, all of which actions shall be binding upon all of the Banks; provided, however, that:
Amendments; Consents; Waivers. No waiver, modification, amendment or consent of or relating to this Agreement will be effective unless specifically made in writing and duly executed by the party to be bound thereby. No waiver of any term or condition of this Agreement, in any one or more instances, will constitute a waiver of the same term or condition of this Agreement on any future occasion.
Amendments; Consents; Waivers. This Agreement may be amended, modified and supplemented in any and all respects, but only by a written instrument signed by all of the parties hereto expressly stating that such instrument is intended to amend, modify or supplement this Agreement.
Amendments; Consents; Waivers. Except as otherwise set forth herein, Agent may (and upon the written request of the Required Lenders the applicable Agent shall) take or refrain from taking any action under this Agreement or any other Credit Document. No modification, forbearance or waiver of compliance with any covenant, term or condition in this Agreement or any other Credit Document or any Default or Event of Default shall be binding upon all of the Lenders unless consented to in writing by the Required Lenders (as calculated pursuant to the respective Percentage Interests specified in Section 9.1 above (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any proposed action); provided, however, that without the written consent of each Lender (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any actions enumerated below):
Amendments; Consents; Waivers. The holder or holders of at least two-thirds of the unpaid principal amount of the Note at the time outstanding may by written agreement with Parent amend this Agreement, and any consent, notice, request, demand or waiver required or permitted to be given by the Purchaser or the holders of the Note by any provision hereof will be sufficient and binding on all holders of the Note if given in writing by the holder or holders of at least two-thirds of the unpaid principal amount of the Note at the time outstanding except that, without the written consent of the holder or holders of all the Notes at the time outstanding, no amendment to this Agreement will extend the maturity of any Note, or alter the rate of interest or any premium payable with respect to any Note, or affect the amount or timing of any required prepayments, or reduce the proportion of the principal amount of the Note required with respect to any consent. No waiver of any term or condition of this Agreement, in any one or more instances, will constitute a waiver of the same term or condition of this Agreement on any future occasion.
Amendments; Consents; Waivers. Except as otherwise set forth herein, the Agent may take or refrain from taking any action under this Agreement, including giving its written consent to any modification of or amendment to and waiving in writing compliance with any covenant or condition in this Agreement or any breach, all of which actions shall be binding upon each of the Licensors; PROVIDED, HOWEVER, that, without the written consent of M.I.T.:
Amendments; Consents; Waivers. This Agreement may not be amended without the prior written consent of both parties hereto. Any consent, notice, request, demand or waiver required or permitted to be given by a by any provision hereof will be sufficient and binding if given pursuant to Section 9.03 hereof. No waiver of any term or condition of this Agreement, in any one or more instances, will constitute a waiver of the same term or condition of this Agreement on any future occasion.
Amendments; Consents; Waivers. The New PIK Notes shall vote or act together as a single class for purposes of all amendments, consents or waivers under the indenture for the New PIK Notes. “Change of Control Transaction” means (whether or not a “Change of Control” as defined in the New Notes Indenture), except for a transaction occurring while the Company is in bankruptcy or another insolvency proceeding, the consummation of: (i) any recapitalization, reclassification or change of the Common Units or similar transaction concerning the equity securities of Bondholder NewCo (other than changes resulting from a subdivision stock split or stock combination) as a result of which the Common Units would be is converted into, or exchanged for, stock, other securities, other property or assets; (ii) any equity interest exchange, consolidation or merger of Bondholder NewCo pursuant to which the Common Units will be converted into cash, securities or other property or assets; or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of Bondholder NewCo and its Subsidiaries, taken as a whole, to any person other than one of Bondholder NewCo’s Subsidiaries; (iv) the consummation of any transaction (including a merger or consolidation whether by operation of law or otherwise) as a result of which (a) the beneficial ownership of the equity securities of Bondholder NewCo (or of the equity interests of any entity succeeding Bondholder NewCo following the consummation of any such transaction) representing more than thirty-five percent (35.0%) of the voting power of Bondholder NewCo is vested in another person or group other than a Qualified Noteholder, or (b) the power to appoint the majority of the directors on the Board is transferred to a third party or (v) any Substantially Transformative Transaction (to be defined in a manner acceptable to the Company and Required Consenting Noteholders). For avoidance of doubt, any redemption of the New PIK Notes in Common Units at the election of Bondholder NewCo, on and after a Bondholder NewCo Option Event (defined herein) shall not constitute or result in a Change of Control Transaction. “Bondholder NewCo Option Event” means the earlier of (a) the date that is immediately prior to the closing or effective date of any Change of Control Transaction and (b) the date that is the fifth anniversary of the Effective Date; provided, however, that for so long as there is a Qualified N...
Amendments; Consents; Waivers. Except as otherwise provided herein, this Agreement may not be modified, amended or supplemented, and no term or condition of this Agreement (including, without limitation, any term or condition set forth in the Plan Term Sheet) may be waived, without prior written consent of Xxxxxxxx and the Majority Consenting Noteholders; provided, however, that notwithstanding any provision in this Agreement to the contrary, any waiver, amendment or other modification to any term or condition of this Agreement (including, without limitation, any term or condition set forth in the Plan Term Sheet) that would materially, adversely and disproportionately affect one or more Consenting Noteholders as compared to all other Consenting Noteholders shall also require the prior written consent of each disproportionately affected Consenting Noteholder. Any Party’s failure, at any time or times, to require strict performance by the other Parties of any provision of this Agreement shall not waive, affect or diminish any right of such Party thereafter to demand strict compliance and performance therewith. Any suspension or waiver of a breach or other violation of this Agreement shall not suspend, waive or affect any other breach or violation whether the same is prior or subsequent thereto and whether the same or of a different type. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.
