Common use of Limited Waiver and Consent Clause in Contracts

Limited Waiver and Consent. The Company requested and the Holders have agreed to waive (i) the Specified Defaults and (ii) the requirement for the Company to comply with the minimum liquidity financial covenant set forth in Section 8(J)(i) of the Existing Notes until the last day of the Liquidity Period (the “Specified Waivers and Consents”). This limited waiver and consent shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Agreement or any other Transaction Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall relate solely to the Specified Defaults described above in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes or any other Transaction Document, and shall not in any way or manner restrict the Agent or any Holder from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one of the Specified Defaults as expressly enumerated above and conditioned in this Section 3) at any time in respect of the Notes or any other Transaction Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by any Note Party with respect to any other term, provision or condition of the Notes or any other Transaction Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Holder may now have or may have in the future under or in connection with the Notes or any other Transaction Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 3.

Limited Waiver and Consent. The Company requested and With effect from the Holders have agreed to waive (i) the Specified Defaults and (ii) the requirement for the Company to comply with the minimum liquidity financial covenant set forth in Section 8(J)(i) of the Existing Notes Consent Date until the last day of the Liquidity Period (Period, the “Agent and each Holder agreed to waive the Specified Defaults and hereby is entering into this Agreement to document the terms and the conditions of the Specified Waivers and Consents”)Consents in accordance with this Section 2. This limited waiver Agreement and consent shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Agreement NPA or any other Transaction Note Document are intended to be waived, amended or otherwise effected hereby. The waiver and consent set forth in the sentence immediately preceding shall be limited precisely as written, the limited waiver and consent with respect to compliance with the minimum liquidity test set forth in Section 4.2(p)(1) of the NPA shall remain in effect only until the last day of the Liquidity Period. The Specified Waivers and Consents shall relate solely to the Specified Defaults described above in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes NPA or any of the other Transaction DocumentNote Documents, and shall not in any way or manner restrict the Agent or any Holder from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one of the Specified Defaults as expressly enumerated above and conditioned in this Section 32) at any time in respect of the Notes NPA or any other Transaction Note Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by the Issuer or any other Note Party with respect to any other term, provision or condition of the Notes NPA or any other Transaction Note Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Holder Secured Party may now have or may have in the future under or in connection with the Notes NPA or any other Transaction Note Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 32.

Limited Waiver and Consent. The Company requested 2.1 Subject to the terms and the Holders have agreed to waive (i) the Specified Defaults and (ii) the requirement for the Company to comply with the minimum liquidity financial covenant conditions set forth in Section 8(J)(i4 below, the Agent and each Lender party hereto hereby: (i) waives each of the Specified Events of Default, (ii) consents to the deferral of (x) the principal payment in the amount of $433,362.47 due and payable as of September 30, 2023 and (y) the principal payment in the amount of $431,643.34 due and payable as of October 31, 2023 (collectively, the “Overdue Amortization Payments”), in each case, to the Administrative Agent, for the account of the respective Lenders to which such payment is owed under Section 2.01(b)(i) of the Existing Notes until Credit Agreement; provided that such Overdue Amortization Payments shall become immediately due and payable upon the last day earlier of (x) the closing of the Liquidity Period Strategic Transaction and (y) December 31, 2023; and (iii) consents under the terms of the Intercreditor Agreement and the other Loan Documents to the amendments described in the NPA Fourth Amendment (as defined below) (the waivers and consent described in the foregoing clauses (i) through (iii) of this Section 2.1, collectively, the “Specified Waivers Consents and ConsentsLimited Waivers”). This limited waiver The foregoing Specified Consents and consent Limited Waivers shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Agreement or any other Transaction Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall relate solely to the limited consents specified above and the Specified Defaults described above Events of Default in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes or any other Transaction Documenthereof, and shall not in any way or manner restrict the Agent or any Holder Lender from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one a Specified Event of the Specified Defaults as expressly enumerated above and conditioned in this Section 3Default) at any time in respect of the Notes this Agreement or any other Transaction Loan Document. The Loan Parties admit to and acknowledge the occurrence of each of the Specified Consents and Limited Waivers. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by the Borrower or any Note other Loan Party with respect to any other term, provision or condition of the Notes Credit Agreement or any other Transaction Loan Document, or any other instrument or agreement referred to thereintherein or prejudice any right or remedy that the Agent or any Lender may have or may in the future have; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Holder Secured Party may now have or may have in the future under or in connection with the Notes Credit Agreement or any other Transaction Loan Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 32.

Limited Waiver and Consent. The Company requested 2.1 Subject to the terms and the Holders have agreed to waive (i) the Specified Defaults and (ii) the requirement for the Company to comply with the minimum liquidity financial covenant conditions set forth in Section 8(J)(i2.2 and Section 4 below, the Collateral Agent and each Holder hereby: (i) waives each of the Existing Notes until Specified Events of Default, and(ii) consents under the last day terms of the Liquidity Period Intercreditor Agreement and the other Note Documents to the amendments (including the establishment of the Third Restatement Delayed Draw Term Loan) described in the Third A&R Credit Agreement. The foregoing waiver and consent (collectively, the “Specified Waivers and Consents”). This limited waiver and consent ) shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Agreement or any other Transaction Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall relate relates solely to the limited consents specified above and the Specified Defaults described above Events of Default in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes or any other Transaction Documenthereof, and shall not in any way or manner restrict the Collateral Agent or any Holder from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one a Specified Event of the Specified Defaults as expressly enumerated above and conditioned Default set forth in this Section 3Schedule I attached hereto) at any time in respect of the Notes this Agreement or any other Transaction Note Document. The Note Parties admit to and acknowledge the occurrence of each of the Specified Waivers and Consents. Nothing in this Agreement shall be deemed to: (ai) constitute a waiver of compliance by the Issuer or any other Note Party with respect to any other term, provision or condition of the Notes Note Purchase Agreement or any other Transaction Note Document, or any other instrument or agreement referred to thereintherein or prejudice any right or remedy that the Collateral Agent or any Holder may have or may in the future have; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Collateral Agent or any other Holder Secured Party may now have or may have in the future under or in connection with the Notes Note Purchase Agreement or any other Transaction Note Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 32.

Limited Waiver and Consent. The Company requested and the Holders have agreed to waive (i) the Specified Prospective Defaults and (ii) to consent to the requirement for the Company to comply with the minimum liquidity financial covenant set forth in Section 8(J)(i) of the Existing Notes until the last day of the Liquidity Period (the “Specified Waivers and Consents”). This limited waiver and consent shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Agreement or any other Transaction Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall relate solely to the Specified Prospective Defaults described above on Schedule 1 in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes or any other Transaction Document, and shall not in any way or manner restrict the Agent or any Holder from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one of the Specified Prospective Defaults as expressly enumerated above and conditioned in this Section 32) at any time in respect of the Notes or any other Transaction Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by any Note Party with respect to any other term, provision or condition of the Notes or any other Transaction Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Holder may now have or may have in the future under or in connection with the Notes or any other Transaction Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 32.

Limited Waiver and Consent. The Company requested 2.1 Subject to the terms and the Holders have agreed to waive (i) the Specified Defaults and (ii) the requirement for the Company to comply with the minimum liquidity financial covenant conditions set forth in Section 8(J)(i2.2 and Section 4 below, the Collateral Agent and each Holder hereby: (i) waives each of the Specified Events of Default, (ii) consents to the deferral of the cash interest payments due and payable under Section 2(b) of the Existing Issuer’s Senior Secured Convertible Notes until as of December 31, 2023 (the last day “Deferred Payment”), in each case to the Agent for the account of the Liquidity Period respective Purchasers to which such payment is owed; provided that such Deferred Payment shall become immediately due and payable upon the earlier of (x) February 29, 2024, and (y) the closing of the Strategic Transaction; and (iii) consents under the terms of the Intercreditor Agreement and the other Note Documents to the amendments (including the establishment of the Additional Third Restatement Delayed Draw Term Loan) described in the Fourth A&R Credit Agreement. The foregoing waiver and consent (collectively, the “Specified Waivers and Consents”). This limited waiver and consent ) shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Agreement or any other Transaction Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall relate relates solely to the limited consents specified above and the Specified Defaults described above Events of Default in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes or any other Transaction Documenthereof, and shall not in any way or manner restrict the Collateral Agent or any Holder from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one a Specified Event of the Specified Defaults as expressly enumerated above and conditioned Default set forth in this Section 3Schedule I attached hereto) at any time in respect of the Notes this Agreement or any other Transaction Note Document. The Note Parties admit to and acknowledge the occurrence of each of the Specified Waivers and Consents. Nothing in this Agreement shall be deemed to: (ai) constitute a waiver of compliance by the Issuer or any other Note Party with respect to any other term, provision or condition of the Notes Note Purchase Agreement or any other Transaction Note Document, or any other instrument or agreement referred to thereintherein or prejudice any right or remedy that the Collateral Agent or any Holder may have or may in the future have; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Collateral Agent or any other Holder Secured Party may now have or may have in the future under or in connection with the Notes Note Purchase Agreement or any other Transaction Note Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 32.

Limited Waiver and Consent. The Company requested and With effect from the Holders have agreed to waive (i) the Specified Defaults and (ii) the requirement for the Company to comply with the minimum liquidity financial covenant set forth in Section 8(J)(i) of the Existing Notes Consent Date until the last day of the Liquidity Period (Period, the “Agent and each Lender party hereto agreed to waive the Specified Defaults and hereby is entering into this Agreement to document the terms and the conditions of the Specified Waivers and Consents”)Consents in accordance with this Section 2. This limited waiver Agreement and consent shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Credit Agreement or any other Transaction Loan Document are intended to be waived, amended or otherwise effected hereby. The waiver and consent set forth in the sentence immediately preceding shall be limited precisely as written, the limited waiver and consent with respect to compliance with the minimum liquidity test set forth in Section 7.16(a) of the Credit Agreement shall remain in effect only until the last day of the Liquidity Period. The Specified Waivers and Consents shall relate solely to the Specified Defaults described above in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes Credit Agreement or any of the other Transaction DocumentLoan Documents, and shall not in any way or manner restrict the Agent or any Holder Lender from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one of the Specified Defaults as expressly enumerated above and conditioned in this Section 32) at any time in respect of the Notes Credit Agreement or any other Transaction Loan Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by the Borrower or any Note other Loan Party with respect to any other term, provision or condition of the Notes Credit Agreement or any other Transaction Loan Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Holder Secured Party may now have or may have in the future under or in connection with the Notes Credit Agreement or any other Transaction Loan Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 32.