Common use of Temporary Forbearance Clause in Contracts

Temporary Forbearance. Subject to the satisfaction of the terms and conditions set forth herein, until that date (the “Forbearance Termination Date”) which is the earliest to occur of (a) 5:00 p.m. Pacific time on July 31, 2009; (b) the date of the occurrence of any Event of Default (other than (i) the Designated Events of Default, or (ii) any breaches of Section 5.2 of the Credit Agreement that occur on or prior to July 31, 2009 (the “Forbearance Period Financial Covenant Defaults”)); (c) Tandy has notified ▇▇▇▇▇▇▇▇ that is will longer be pursuing the consummation of the ▇▇▇▇▇▇▇▇ Sale (referred to Section 3.1 of this Amendment); (d) the date of the occurrence of any breach of any term or provisions of this Amendment, including, but not limited to, Section 8 and Section 13 of this Amendment; or (e) the Termination Date, ▇▇▇▇▇ Fargo will not exercise or enforce its rights or remedies against Companies which ▇▇▇▇▇ Fargo would be entitled to exercise or enforce under the terms of the Loan Documents by reason of the occurrence of the Designated Events of Default; provided that such forbearance shall not act as a waiver of ▇▇▇▇▇ Fargo’s right to enforce all claims, rights, and remedies from time to time on or after the Forbearance Termination Date. Furthermore, nothing contained herein shall be construed as requiring ▇▇▇▇▇ Fargo to extend the Forbearance Termination Date. Companies acknowledge and agree that ▇▇▇▇▇ Fargo has not waived, and by entering into this Amendment ▇▇▇▇▇ Fargo is not waiving, the Designated Events of Default or any Forbearance Period Financial Covenant Defaults that may occur on or prior to July 31, 2009.

Appears in 2 contracts

Sources: Forbearance Agreement and First Amendment to Credit and Security Agreement (Phoenix Footwear Group Inc), Forbearance Agreement and First Amendment to Credit and Security Agreement (Phoenix Footwear Group Inc)

Temporary Forbearance. Subject to the satisfaction of the terms and conditions set forth herein, until that date (the “Forbearance Termination Date”) which is the earliest to occur of (a) 5:00 p.m. Pacific time on July 31November 30, 2009; (b) the date of the occurrence of any Event of Default (other than (i) the Designated Events of Default, or (ii) any breaches of Section 5.2 of the Credit Agreement that occur on or prior to July 31November 30, 2009 (the “Forbearance Period Financial Covenant Defaults”)); (c) Tandy has notified ▇▇▇▇▇▇▇▇ that is will longer be pursuing the consummation of the ▇▇▇▇▇▇▇▇ Sale (referred to Section 3.1 of this Amendment); (d) the date of the occurrence of any breach of any term or provisions of this Amendment, including, but not limited to, Section 8 and Section 13 of this Amendment; or (ed) the Termination Date, ▇▇▇▇▇ Fargo will not exercise or enforce its rights or remedies against Companies which ▇▇▇▇▇ Fargo would be entitled to exercise or enforce under the terms of the Loan Documents by reason of the occurrence of the Designated Events of Default; provided that such forbearance shall not act as a waiver of ▇▇▇▇▇ Fargo’s right to enforce all claims, rights, and remedies from time to time on or after the Forbearance Termination Date. Furthermore, nothing contained herein shall be construed as requiring ▇▇▇▇▇ Fargo to extend the Forbearance Termination Date. Companies acknowledge and agree that ▇▇▇▇▇ Fargo has not waived, and by entering into this Amendment ▇▇▇▇▇ Fargo is not waiving, the Designated Events of Default or any Forbearance Period Financial Covenant Defaults that may occur on or prior to July 31November 30, 2009.

Appears in 2 contracts

Sources: Forbearance Agreement and Credit and Security Agreement (Phoenix Footwear Group Inc), Forbearance Agreement and Credit and Security Agreement (Phoenix Footwear Group Inc)

Temporary Forbearance. 1.1 Subject to the satisfaction of the terms and conditions set forth herein, until that date (the “Forbearance Termination Date”) which is the earliest to occur of (a) 5:00 p.m. Pacific time on July 31October 23, 2009, or, if applicable, the Extended Forbearance Termination Date (as defined in Section 1.2 below); (b) the date of the occurrence of any Event of Default (other than (i) the Designated Events of Default, or (ii) any breaches of Section 5.2 of the Credit Agreement that occur on or prior to July 31October 23, 2009 2009, or, if applicable, the Extended Forbearance Termination Date (the “Forbearance Period Financial Covenant Defaults”)); (c) Tandy has notified ▇▇▇▇▇▇▇▇ that is will longer be pursuing the consummation of the ▇▇▇▇▇▇▇▇ Sale (referred to Section 3.1 of this Amendment); (d) the date of the occurrence of any breach of any term or provisions of this Amendment, including, but not limited to, Section 8 and Section 13 of this Amendment; or (ed) the Termination Date, ▇▇▇▇▇ Fargo will not exercise or enforce its rights or remedies against Companies which ▇▇▇▇▇ Fargo would be entitled to exercise or enforce under the terms of the Loan Documents by reason of the occurrence of the Designated Events of Default; provided that such forbearance shall not act as a waiver of ▇▇▇▇▇ Fargo’s right to enforce all claims, rights, and remedies from time to time on or after the Forbearance Termination Date. Furthermore, nothing contained herein shall be construed as requiring ▇▇▇▇▇ Fargo to extend the Forbearance Termination Date. Companies acknowledge and agree that ▇▇▇▇▇ Fargo has not waived, and by entering into this Amendment ▇▇▇▇▇ Fargo is not waiving, the Designated Events of Default or any Forbearance Period Financial Covenant Defaults that may occur on or prior to July 31October 23, 2009, or, if applicable, the Extended Forbearance Termination Date. 1.2 The applicable date set forth in clauses (a) and (b)(ii) above shall be automatically extended to the date described below (such date, the “Extended Forbearance Termination Date”), subject to the condition that ▇▇▇▇▇ Fargo shall have received the following, executed and in form and content satisfactory to ▇▇▇▇▇ Fargo in its sole discretion on or prior to the date opposite such condition: Condition Due Date Extended Forbearance Termination Date Delivery of an updated weekly cash flow budget for the period from October 18, 2009 through November 30, 2009 in the form substantially similar to the Weekly Cash Budget. On or before October 23, 2009 October 30, 2009 Delivery of an executed proposal letter from a third party lender (“Replacement Lender”) to provide financing to Companies in an amount sufficient to repay the Indebtedness in full upon terms and conditions satisfactory to ▇▇▇▇▇ Fargo (the “Refinancing”). On or before October 30, 2009 November 6, 2009 Delivery of evidence satisfactory to ▇▇▇▇▇ Fargo that Companies have commenced the due diligence process with Replacement Lender in connection with the Refinancing. On or before November 4, 2009 November 13, 2009 Condition Due Date Extended Forbearance Termination Date Delivery of evidence satisfactory to ▇▇▇▇▇ Fargo that Companies have commenced loan documentation with Replacement Lender in connection with the Refinancing. On or before November 13, 2009 November 30, 2009

Appears in 1 contract

Sources: Forbearance Agreement and Credit and Security Agreement

Temporary Forbearance. Subject to the satisfaction of the terms and conditions set forth herein, until that date (the “Forbearance Termination Date”"FORBEARANCE TERMINATION DATE") which is the earliest to occur of (a) 5:00 p.m. Pacific time on July December 31, 2009; 2007, (b) the date of the occurrence of any Event of Default (other than (i) the Designated Events of Default, or (ii) any breaches of Section 5.2 Sections 6.2(a), 6.2(b), or 6.2(c) of the Credit Agreement that occur on or prior to July after August 31, 2009 2007, and before December 31, 2007 (the “Forbearance Period Financial Covenant Defaults”"FORBEARANCE PERIOD FINANCIAL COVENANT DEFAULTS")); , or (c) Tandy has notified ▇▇▇▇▇▇▇▇ that is will longer be pursuing the consummation of the ▇▇▇▇▇▇▇▇ Sale (referred to Section 3.1 of this Amendment); (d) the date of the occurrence of any breach of any term or provisions of this Amendment, including, but not limited to, Section 8 and Section 13 of this Amendment; or (e) the Termination Date, ▇▇▇▇▇ Fargo Lender will not exercise or enforce its rights or remedies against Companies the Borrowers which ▇▇▇▇▇ Fargo the Lender would be entitled to exercise or enforce under the terms of the Loan Documents by reason of the occurrence of the Designated Events of Default; provided PROVIDED that such forbearance shall not act as a waiver of ▇▇▇▇▇ Fargo’s the Lender's right to enforce (x) any other claims, rights or remedies at any time, and (y) all claims, rights, and remedies from time to time on or after the Forbearance Termination Date. Furthermore, nothing contained herein shall be construed as requiring ▇▇▇▇▇ Fargo the Lender to extend the Forbearance Termination Date. Companies The Borrowers acknowledge and agree that ▇▇▇▇▇ Fargo the Lender has not waived, and by entering into this Amendment ▇▇▇▇▇ Fargo the Lender is not waiving, the Designated Events of Default or any Forbearance Period Financial Covenant Defaults that may occur on or prior to July December 31, 20092007.

Appears in 1 contract

Sources: Forbearance Agreement and Second Amendment to Credit and Security Agreement (Emrise CORP)

Temporary Forbearance. 1.1 Subject to the satisfaction of the terms and conditions set forth herein, until that date (the “Forbearance Termination Date”) which is the earliest to occur of (a) 5:00 p.m. Pacific time on July 31October 23, 2009, or, if applicable, the Extended Forbearance Termination Date (as defined in Section 1.2 below); (b) the date of the occurrence of any Event of Default (other than (i) the Designated Events of Default, or (ii) any breaches of Section 5.2 of the Credit Agreement that occur on or prior to July 31October 23, 2009 2009, or, if applicable, the Extended Forbearance Termination Date (the “Forbearance Period Financial Covenant Defaults”)); (c) Tandy has notified ▇▇▇▇▇▇▇▇ that is will longer be pursuing the consummation of the ▇▇▇▇▇▇▇▇ Sale (referred to Section 3.1 of this Amendment); (d) the date of the occurrence of any breach of any term or provisions of this Amendment, including, but not limited to, Section 8 and Section 13 of this Amendment; or (ed) the Termination Date, ▇▇▇▇▇ Fargo will not exercise or enforce its rights or remedies against Companies which ▇▇▇▇▇ Fargo would be entitled to exercise or enforce under the terms of the Loan Documents by reason of the occurrence of the Designated Events of Default; provided that such forbearance shall not act as a waiver of ▇▇▇▇▇ Fargo’s right to enforce all claims, rights, and remedies from time to time on or after the Forbearance Termination Date. Furthermore, nothing contained herein shall be construed as requiring ▇▇▇▇▇ Fargo to extend the Forbearance Termination Date. Companies acknowledge and agree that ▇▇▇▇▇ Fargo has not waived, and by entering into this Amendment ▇▇▇▇▇ Fargo is not waiving, the Designated Events of Default or any Forbearance Period Financial Covenant Defaults that may occur on or prior to July 31October 23, 2009, or, if applicable, the Extended Forbearance Termination Date. 1.2 The applicable date set forth in clauses (a) and (b)(ii) above shall be automatically extended to the date described below (such date, the “Extended Forbearance Termination Date”), subject to the condition that ▇▇▇▇▇ Fargo shall have received the following, executed and in form and content satisfactory to ▇▇▇▇▇ Fargo in its sole discretion on or prior to the date opposite such condition:

Appears in 1 contract

Sources: Forbearance Agreement and Credit and Security Agreement (Phoenix Footwear Group Inc)

Temporary Forbearance. Subject to the satisfaction of the terms and conditions set forth herein, until that the date (the “Forbearance Termination Date”) which that is the earliest to occur of (ai) 5:00 p.m. Pacific time (New York, New York time) on July 31September 10, 2009; 2010, or (bii) the date of the occurrence of any Event one or more of Default (other than (i) the Designated Events of DefaultTermination (defined below) set forth in this Agreement, or (ii) any breaches of Section 5.2 of Agent and the Credit Agreement that occur on or prior to July 31, 2009 (the “Forbearance Period Financial Covenant Defaults”)); (c) Tandy has notified ▇▇▇▇▇▇▇▇ that is will longer be pursuing the consummation of the ▇▇▇▇▇▇▇▇ Sale (referred to Section 3.1 of this Amendment); (d) the date of the occurrence of any breach of any term or provisions of this Amendment, including, but not limited to, Section 8 and Section 13 of this Amendment; or (e) the Termination Date, ▇▇▇▇▇ Fargo Lenders will not exercise or enforce its their rights or remedies against Companies Borrowers which ▇▇▇▇▇ Fargo Agent and Lenders would be entitled to exercise or enforce under the terms of the Loan Documents by reason of the occurrence of the Designated Specified Events of Default; provided provided, however, that such forbearance shall not act as a waiver of ▇▇▇▇▇ FargoAgent’s or Lenders’ right to (i) enforce all any other claims, rightsrights or remedies at any time and from time to time arising from any Event of Default that is not a Specified Event of Default or (ii) enforce any other claims, rights or remedies at any time and remedies from time to time on or after the Forbearance Termination Date, including, without limitation, Agent’s and Lenders’ right to charge interest at the Default Rate from the time of the occurrence of the first Existing Event of Default, June 5, 2010. Furthermore, nothing contained herein shall be construed as requiring ▇▇▇▇▇ Fargo Agent or the Lenders to extend the Forbearance Termination Date. Companies acknowledge and agree that ▇▇▇▇▇ Fargo has not waivedOn the Forbearance Termination Date, and by entering into this Amendment ▇▇▇▇▇ Fargo is not waivingat Agent’s election, the Designated Events of Default or any Forbearance Period Financial Covenant Defaults that may occur on or prior Obligations shall be deemed automatically accelerated and immediately due and payable in full by Borrowers to July 31, 2009Agent and the Lenders and the Loan Agreement shall be deemed terminated.

Appears in 1 contract

Sources: Forbearance Agreement (Ultimate Escapes, Inc.)