Conditional Waiver Clause Samples
A Conditional Waiver clause allows one party to relinquish certain rights or claims, but only if specific conditions are met. In practice, this means that the waiver is not automatic; it becomes effective only when the agreed-upon requirements—such as the completion of a particular action or the occurrence of a certain event—are satisfied. This clause is commonly used to ensure that a party does not lose its rights unless the other party fulfills its obligations, thereby protecting interests and providing clarity about when a waiver is valid.
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Conditional Waiver a. The Buyers hereby waive any existing Event of Default under the Transaction Documents that does not, directly or indirectly, have a material negative impact on the Buyers’ security interest in the collateral or other properties of the Company in which it has a security interest, or have a material negative impact in the Buyers’ priority of payment under the Debentures.
b. The Company hereby represents and warrants to the Buyers that it has no knowledge of any material Defaults or Events of Default under the Transaction Documents.
c. The waivers granted by the Buyers in favor of the Company that are contained in this Agreement shall be null and void in the event the Company has breached its representation in Section 4(b).
Conditional Waiver. In connection with that certain Limited Waiver and Amendment Agreement, dated May 14, 2025, that certain Limited Waiver and Amendment Agreement, dated June 3, 2025 and that certain Limited Waiver and Amendment Agreement, dated June 9, 2025 (collectively, the “Limited Waiver”), by and among Borrower, Holdings, Parent Entity, the Lenders and Agent, the Agent and the Lenders party thereto (constituting the “Requisite Lenders”) temporarily and conditionally waived one or more Events of Default under (and as defined in) the Original Loan Agreement, as described in the Limited Waiver as the “Existing Defaults” (the “Waiver Defaults”). Subject to the terms and conditions hereof (including, without limitation, the satisfaction of the waiver conditions set forth below), the Agent and the Lenders hereby agree to waive the Waiver Defaults and any other Event of Default under (and as defined in) the Original Loan Agreement that exists as of the Closing Date resulting from (i) any Borrowing Base Certificate delivered under (and as defined in) the Original Loan Agreement containing any untrue statement(s) of material fact(s) or omitting to state any facts necessary to make the factual statements therein taken as a whole not materially misleading in light of the circumstances under which it was furnished, (ii) any failure to comply with the provisions of Section 6.19 of the Original Loan Agreement, (iii) the occurrence of any First Payment Default Trigger Event, (iv) the occurrence of any Default Trigger Event, (v) any failure to comply with the provisions of Section 2.3 of the Original Loan Agreement, Section 2.12 of the Original Loan Agreement or any other “cash management” or similar provision of the Original Loan Agreement, (vi) any Required Loan Overadvance Principal Payment under (and as defined in) the Original Loan Agreement not being timely repaid, or (vii) any representation, statement or warranty made, or deemed to have been made, by delivery of any Borrowing Base Certificate or any Request for Revolving Advance (or similar document) not being true and correct in all material respects or any such Borrowing Base Certificate or Request for Revolving Advance (or similar document) being modified and/or unsigned (collectively, the “Existing Defaults”) as of, and for all times after, the Closing Date; provided that the continuing effectiveness of the waiver set forth herein is subject to the occurrence of the following conditions (collectively, the “Waiver Condition...
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. 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. 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.
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. 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. Subject to the terms and conditions set forth herein and in reliance on the representations and warranties of Borrowers herein contained, Lenders hereby waive for the period commencing on June 30, 1998 and ending on August 31, 1998 (the "Waiver Period") compliance with the provisions of subsections 7.6A, 7.6B, 7.6C and 7.6D of the Credit Agreement; PROVIDED that at no time during the Waiver Period shall Company permit:
(i) the ratio of Consolidated Adjusted EBITDA for the twelve-month period ended June 30, 1998 to Consolidated Fixed Charges for the twelve-month period ended June 30, 1998 to be less than 0.80:1.00;
(ii) the ratio of Consolidated Total Debt as of June 30, 1998 to Consolidated Adjusted EBITDA for the twelve-month period ended June 30, 1998 to exceed 9.60:1.00;
(iii) Consolidated Adjusted EBITDA for the three-month period ended June 30, 1998 to be less than $6,500,000; and
(iv) Consolidated Net Worth as of June 30, 1998 to be less than $70,000,000; PROVIDED FURTHER that notwithstanding anything to the contrary contained in the Credit Agreement at all times during the Waiver Period for all purposes of the Credit Agreement the Applicable Offshore Rate Margin shall be 2.50% per annum and the Applicable Base Rate Margin shall be 1.50% per annum.
Conditional Waiver. In reliance upon the representations, warranties and covenants of the Borrower and each other Credit Party contained herein, and subject to the terms and conditions of this Amendment, including without limitation the fulfillment of the conditions to effectiveness specified in Section 6 below, the Agent and the undersigned Lenders hereby waive the Specified Events of Default; provided, however, that if the Borrower fails to fulfil the conditions set forth in Section 5.5 below within the time periods specified therein, then the waiver set forth in this Section 3.1 shall automatically and without further action be rendered null and void and the Specified Events of Default shall be reinstated ab initio, it being expressly agreed that the effect of such nullification and reinstatement will be to permit the Agent and the Lenders, in their sole discretion, to exercise any and all of their rights and remedies as if the waiver set forth in this Section 3.1 never occurred. The aforesaid waiver relates solely to the Specified Events of Default and nothing in this Amendment is intended or shall be construed to be a waiver by Agent or any Lender of any other Default or Event of Default which may currently exist or hereafter occur.
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.