Conditional Waiver Clause Samples

Conditional Waiver. (a) Subject to the satisfaction of the following conditions precedent on or before January 31, 2022, the Signatory Lenders, who constitute all of the Lenders under the Credit Agreement, and the Administrative Agent (acting on the instructions of the Signatory Lenders) hereby agree as follows: the Signatory Lenders hereby permanently waive each Forbearance Matter effective on January 31, 2022, it being acknowledged and agreed that the Signatory Lenders shall retain any and all claims of fraud or intentional misconduct of the Loan Parties or one or more of their parent companies based on facts and information that are not known to the Signatory Lenders or the Administrative Agent as of the date hereof: (i) Exxon and GCEH have executed definitive documentation on terms consistent with the Exxon MOU; (ii) Exxon has made an equity contribution to GCEH in accordance with such definitive documents; (iii) GCEH has made a cash equity contribution to Borrower and an amount not less than $115,000,000 (which amounts shall be used, in part, to repay any outstanding Bridge Loans) has been deposited by GCEH into the Construction Account; (iv) each Lender (or its designated Affiliate) has received all GCEH Warrants under and in accordance with the Sixth Amendment; and (v) each Lender (or its designated Affiliate) shall have been provided the opportunity to acquire the Series C Preferred Shares (as defined in the Exxon MOU) and GCEH Warrants, in an amount of up to $20,000,000 (for aggregate gross offering proceeds to GCE (as defined in the Exxon MOU) of $145,000,000). To the extent the foregoing conditions are not satisfied on or prior to January 31, 2022, the foregoing shall not waive any Forbearance Matter. (b) The waiver contained in the foregoing clause (a) is a limited waiver and (i) shall be limited precisely as written, (ii) shall only be relied upon and used for the specific purposes set forth herein, (iii) shall not constitute or be deemed to constitute a waiver or consent to any other Event of Default (other than as expressly noted above) or any other term or condition of the Financing Documents and (iv) shall not constitute a custom or course of dealing among the parties hereto. Notwithstanding any provision contained herein, nothing contained herein shall limit any rights or remedies under the Financing Documents or applicable law based on any breaches, failures, defaults or Events of Default (as defined in each applicable Financing Document) thereunder that ha...

Conditional Waiver. Subject to Section 2.2 and Section 2.3, each Other Major Preferred Holder hereby agrees to vote the Shares that such Other Major Preferred Holder owns or over which such Other Major Preferred Holder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) to waive the Special Mandatory Conversion and any Pay-to-Play Provisions that may be implemented in the future, if any, in connection with Future Financings (the “Conditional Waiver”).

Conditional Waiver. Subject to the satisfaction of Section 5 below, upon the completion of a Successful Equity Offering (as defined in the Loan Agreement after giving effect to this Agreement), as determined by Agent in its sole discretion, Agent and Lenders hereby waive the Existing Defaults. Notwithstanding the foregoing, the conditional waiver of the Existing Defaults set forth above does not establish a course of conduct between Borrowers, Agent and Lenders and the Borrowers hereby agree that Agent and Lenders are not obligated to waive any future Events of Default under the Loan Agreement or the Other Documents.

Conditional Waiver. Notwithstanding any other provision of this Waiver or any provision of the 2017 Indenture, the Covenant Waiver provided for herein is a conditional waiver, which shall terminate upon the earlier of April 30, 2012 or any termination of this Waiver pursuant to section 7 hereof. Upon any such termination of this Waiver, the Trustee and/or the holders of 25% of the 2017 Notes shall have the full, complete and unconditional right and authority, exercisable at any time in their discretion, to issue a Notice of Default in respect of the Financial Reporting Covenant Default and any related cross-defaults.

Conditional Waiver. Effective as of the fifth (5th) business day following the satisfaction of all of the conditions set forth in Section 6.01 and Section 6.02 (other than those conditions that by their nature are to be satisfied at the Closing, provided that the Company is able to satisfy such conditions on such fifth (5th) business day) (such date, the “Ready Date”) and only if the Ready Date occurs prior to April 14, 2006, then with respect to the time period between the Ready Date and the Effective Time (the “Waiver Period”), Parent and Merger Sub shall be deemed to have waived the further application of the conditions set forth in Section 6.02(a) (except to the extent relating to any Identified Company Representation identified in clause (ii) or (iii) of the definition of the term Identified Company Representation in Section 6.02(a)) and Section 6.02(d), in either case, only with respect to any circumstance, effect, event or change first arising during the Waiver Period.

Conditional Waiver. A. Subject to the terms and conditions of this Fourth Amendment, including, without limitation, Section 4, below, the Lenders hereby waive the Borrowers' breach, as of November 30, 2002, of the covenant contained in Section 9.10 (Consolidated Tangible Net Worth) of the Credit Agreement (and the resulting Existing Default), but only to the extent that the Consolidated Tangible Net Worth as of such date was not less than $198,000,000. B. The foregoing waiver is limited to its express terms and shall not be deemed to be a waiver of any other Event of Default or Default which may have existed on or prior to the date hereof or any Event of Default or Default which may hereafter arise under any of the foregoing Section or under any other provision of the Credit Agreement or any of the other Credit Documents. Further, the granting of this waiver shall not be construed as an agreement or understanding by the Lenders to grant any other waiver or other accommodation in the future with respect to the foregoing Section or any other provision of the Credit Agreement or any of the other Credit Documents.

Conditional Waiver. (a) Agent grants to Borrowers a limited conditional one-time waiver of the Designated Event of Default; provided, however, that such waiver shall, immediately, automatically and without notice to Borrowers or any other Person, be revoked if either of the following shall occur: (i) the First Compliance Certificate is not delivered on its due date; or (ii) the First Compliance Certificate reports EBITDA of less than <$27,195,000>. (b) If Borrowers deliver to Agent the First Compliance Certificate in compliance with Section 5.3 and such First Compliance Certificate reflects EBITDA of greater than or equal to <$27,195,000>, then Agent’s waiver of the Designated Event of Default shall be permanent. (c) The waiver set forth in this Section 3.7 is not a waiver of any subsequent Default or Event of Default of the same provisions of this Agreement, nor is it a waiver of any other current or future Event of Default. Agent is not obligated to provide this or any other waiver of its rights under the Loan Documents.

Conditional Waiver. QUALCOMM, Ericsson and the Administrative Agent (a) waive the conditions precedent in Section 4.2 of the Credit Agreement with respect to the satisfaction of the conditions precedent set forth in Section 3.02(b) of the Common Agreement regarding the non-existence of an Event of Default solely with respect to Known Vendor Parties Defaults and solely to permit funding of the Special Loans under this Agreement and consent to the funding of such Special Loans by QUALCOMM, (b) solely to the extent necessary to permit funding of Special Loans pursuant to this Agreement, waive the conditions precedent under Section 3.2 of Amendment No. 3 to Amended and Restated Credit Agreement, dated as of October 10, 2001 ("Amendment No. 3") including the condition that requires the Ericsson Additional Commitment (as defined in Amendment No.

Conditional Waiver. Landlord and Tenant hereby release each other and their respective Agents from any and all claims or demands of damage, loss, expense or injury to the Premises, the Property, the furnishings and fixtures and equipment or inventory or other property of either Landlord or Tenant in, about or upon the Property, which is caused by or results from perils or events which are the subject of insurance carried by the parties in force at the time of such loss; provided, however, that such waiver shall be effective only to the extent permitted by the insurance covering such loss and to the extent insurance coverage is not prejudiced thereby. Each party shall cause each insurance policy it obtains to provide that the insurer waives all right of recovery by way of subrogation against either party in connection with damage covered by such policy.