Waiver Agreements. (a) The Lenders hereby waive the Subject Defaults; PROVIDED THAT SUCH WAIVER OF THE SUBJECT DEFAULTS SHALL AUTOMATICALLY EXPIRE AT 5:00 p.m. EASTERN TIME ON THE LIMITED WAIVER EXPIRATION DATE. On and after the Limited Waiver Expiration Date, the Subject Defaults shall constitute Events of Default under the Credit Agreement unless and until the Required Lenders and Required Revolving Credit Lenders, in their sole discretion, enter into a permanent waiver of the Subject Defaults. This waiver is limited to the extent described herein and shall not be construed to be a waiver of any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or any of the Loan Documents or a waiver of any Default or Event of Default that may have occurred or may hereafter occur (other than the foregoing waiver of the Subject Defaults until the Limited Waiver Expiration Date). Without limiting the foregoing, failure to observe or perform any agreement contained in Section 7.11(a), Section 7.11(b) or Section 7.11(c) of the Credit Agreement shall constitute a Default and Event of Default. The Administrative Agent and the Lenders reserve the right to exercise any rights and remedies available to them in connection with (a) any present or future defaults under the Credit Agreement or any other provision of any Loan Document other than the Subject Defaults, and (b) the Subject Defaults after the Limited Waiver Expiration Date.
Waiver Agreements. Bank shall have received a Waiver Agreement, satisfactory in form and substance to Bank, from each landlord and warehouseman for each location leased by Borrower or at which Borrower warehouses inventory. Additionally, Bank shall have received such letter agreements as Bank in its sole discretion may require from any processor, consignee, bailee or any other third party which at any time has possession of any of the Collateral.
Waiver Agreements. Each Waiver Agreement shall be in full force and effect on the Closing Date (and all conditions thereunder to such effectiveness shall have been satisfied) and shall be enforceable against each party thereto, in each case, to the extent required in order that, after giving effect to the Transactions, no Change of Control (as defined in any Specified Debt Agreement and including any equivalent or corresponding term) shall have occurred or be continuing under the Specified Debt Agreements.
Waiver Agreements. Subject to the satisfaction of the conditions set forth in Section 4, the Lenders hereby agree that any representation regarding the occurrence of a Default or Event of Default, made or required to be made in connection with the Loans to be advanced on the date of this Amendment, be deemed to be representations after giving effect to this Amendment, and that any requirement that no Default or Event of Default have occurred as of the date of the Notice of Borrowing solely with respect to such advance is hereby waived. This Waiver is limited to the extent described herein and shall not be construed to be a waiver of any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or a waiver of any Default or Event of Default that may hereafter occur (other than the foregoing waiver).
Waiver Agreements. Each of the Waiver Agreements shall be in full force and effect as of the Closing.
Waiver Agreements. The Company will use its commercially reasonable efforts to obtain a waiver from each of Pxxxxxx & Co. Inc. and Bxxxxxx Gold Corporation in respect of prospectus liability of the Underwriters in connection with any purchase of Offered Shares made by such entities under the Offering.
Waiver Agreements. Agent shall have received a Waiver Agreement, satisfactory in form and substance to Agent, from each landlord and warehouseman for each location at which any Obligor maintains books or records, whether in electronic or paper format and for each other location leased by any Obligor which Agent, in its reasonable discretion, deems material.
Waiver Agreements. To the extent that (i) Adaptimmune seeks to use a Third Party vendor (including a CRO, CMO, or other supplier or service provider) to perform development or manufacturing-related activities with respect to the Terminated Products, and (ii) such Third Party is restricted from performing such development or manufacturing activities or is restricted from providing access or a license to Adaptimmune under such Third Party’s Intellectual Property Rights due to restrictions or other limitations (including restrictive covenants, exclusivity provisions or confidentiality obligations) placed on such Third Party under an agreement between such Third Party and GSK or its Affiliates, then GSK or its Affiliates, as applicable, shall, upon Adaptimmune’s reasonable request, provide a written waiver to such Third Party with respect to such restrictions or other limitations solely so that such Third Party vendor may perform development or manufacturing-related activities with respect to the Terminated Products on behalf of Adaptimmune; provided, that such waiver shall not grant any additional license rights to Adaptimmune from GSK in addition to those granted pursuant to this Agreement.
Waiver Agreements. The Borrower shall use reasonable efforts to obtain a Waiver Agreement duly executed by the landlord with control over the location identified in Section 2.05 of the Perfection Certificate;
Waiver Agreements. The Waiver Agreements dated the date hereof between the Company and each of Xxxx Xxxxxxxx and Xxxxxx X. Xxxx, XX providing for the waiver of the acceleration of the vesting of Company Stock Options as a result of the execution of this Agreement and the consummation of the Merger shall remain in full force and effect.
