Exhibit 10.5 CONSENT AND WAIVER AGREEMENT THIS CONSENT AND WAIVER AGREEMENT (this "Agreement"), dated as of May 31, 2005, is by and among CAERUS, INC. ("Caerus"), VOLO COMMUNICATIONS, INC.("Volo"), CAERUS NETWORKS, INC., CAERUS BILLING, INC. and the...Consent and Waiver Agreement • June 6th, 2005 • Voip Inc • Telephone & telegraph apparatus • Illinois
Community Development District (CDD) Consent and Waiver AgreementConsent and Waiver Agreement • June 7th, 2018 • Florida
Thank you for using the Community Development District’s (“District”) Amenity Center and/or participating in its community programs. We appreciate your understanding and cooperation in maintaining both your safety and health, and the safety and health of others, by reading and signing the following Consent and Waiver Agreement (“Agreement”). This Agreement applies to, but does not by itself grant any rights regarding, the use of any of the District’s Amenities, which feature among other things an amenity center, fitness stations, swimming pool, event lawn, tot- lot, dog park and walking trails and participation in any of the District’s community programming activities.
In connection with my participation in the volleyball program (“Activities”) held by Greenwich Volleyball Club (“Licensee”) from Sept. 1, 2022 to Aug. 31, 2023 located on the campus at 200 North Maple Ave, Greenwich, CT 06830 (“Facilities”) belonging...Consent and Waiver Agreement • August 29th, 2022
EX-4.5 6 dex45.htm OMNIBUS AMENDMENT, ADMISSION, CONSENT AND WAIVER AGREEMENT GLASSHOUSE TECHNOLOGIES, INC. OMNIBUS AMENDMENT, ADMISSION, CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • May 5th, 2020
This Omnibus Amendment, Admission, Consent and Waiver Agreement (this “Agreement”) is made and effective as of November 3, 2008 by and among GlassHouse Technologies, Inc., a Delaware corporation (the “Company”) and the parties listed on the signature pages hereto and amends each of (i) that certain Eighth Amended and Restated Registration Rights Agreement, dated as of March 6, 2008 (the “Registration Rights Agreement”) between Lighthouse Capital Partners IV, L.P., a Delaware limited partnership, Lighthouse Capital Partners V, L.P., a Delaware limited partnership, the LRG Holders (as defined therein), Dell Products, L.P., a Texas limited partnership, the investors listed on Exhibit A thereto, the Series 1 Holders (as defined therein) and the MBI Group Holders (as defined therein) and (ii) that certain Fifth Amended and Restated Stockholders Agreement dated as of March 6, 2008 (the “Stockholders Agreement”) between the Company, the Founder (as defined therein), the Investors (as defined
AMENDMENT, UNWIND, CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • May 5th, 2020 • New York
Amendment, Unwind, Consent and Waiver Agreement, dated as of November 19, 2009 (the “Agreement”), among Greenlady II, LLC (“Greenlady II”), DIRECTV (“New DTV”) and Bank of America, N.A. (“BofA”).
LIMITED CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts
Re: Loan Agreement dated as of February 21, 2020 (as amended, modified, extended, restated, replaced or supplemented in writing from time to time, the "Loan Agreement") by and among LF3 SOUTHAVEN, LLC, a Delaware limited liability company ("Landlord Borrower") and LF3 SOUTHAVEN TRS, LLC, a Delaware limited liability company ("Tenant Borrower", and together with Landlord Borrower, individually and/or collectively, as the context may require, "Borrower").and Wells Fargo Bank, National Association, (the "Lender").
CONSENT AND WAIVER AGREEMENT dated as of August 6, 2020 among International Paper Company Graphic Packaging Holding Company GPI Holding III, LLC, and Graphic Packaging International Partners, LLCConsent and Waiver Agreement • August 10th, 2020 • Graphic Packaging International, LLC • Paperboard mills
This Consent and Waiver Agreement, dated as of August 6, 2020 (this “Agreement”), is made by and among Graphic Packaging International Partners, LLC (f/k/a Gazelle Newco LLC), a Delaware limited liability company (the “Company”), Graphic Packaging Holding Company, a Delaware corporation (“Parent”), GPI Holding III, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Parent (“Gazelle Holdco” and, together with the Company and Parent, the “Parent Parties”), and International Paper Company, a New York corporation (“IP” and, together with the Parent Parties, the “Parties”). Capitalized terms used but not defined herein have the meanings given to such terms in the Exchange Agreement (as defined below).
VENTURE LOAN AND SECURITY AGREEMENT Dated as of October 6, 2006 by and between HORIZON TECHNOLOGY FUNDING COMPANY LLC, a Delaware limited liability company Farmington, CT 06032 as Lender And RF MAGIC, INC., a Delaware corporationConsent and Waiver Agreement • October 22nd, 2007 • Entropic Communications Inc • Semiconductors & related devices • Connecticut
FORM OF CONSENT AND WAIVER AGREEMENT NO. 8 TO CREDIT AGREEMENTConsent and Waiver Agreement • March 13th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
This CONSENT AND WAIVER AGREEMENT NO. 8 TO CREDIT AGREEMENT (this “Consent”), dated as of November 28, 2005, is made among Sabine Pass LNG, L.P., a Delaware limited partnership (the “Borrower”), Société Générale, in its capacity as administrative agent for the Lenders (the “Agent”), HSBC Bank USA, National Association, in its capacity as collateral agent for the Lenders (the “Collateral Agent”) and the Lenders party to the Credit Agreement (as defined below).
SECOND CONSENT AND WAIVER AGREEMENT BY THE HOLDERS OF THE 12% REDEEMABLE PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. December 1, 2019Consent and Waiver Agreement • December 2nd, 2019 • McDermott International Inc • Fabricated plate work (boiler shops) • New York
Reference is made to (i) that certain Certificate of Designation providing for the designations, preferences, limitations and relative rights, voting, redemption and other rights and the qualifications, limitations or restrictions of the Company’s 12% Redeemable Preferred Stock (the “Preferred Stock”), dated October 30, 2018 (as amended by that certain Certificate of Amendment thereto, dated October 24, 2019, the “Certificate of Designation”), of McDermott International, Inc., a corporation incorporated and existing under the laws of the Republic of Panama (the “Company”) and (ii) that certain Superpriority Senior Secured Credit Agreement, dated October 21, 2019, by and among the Company, as a guarantor, McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc., a Delaware corporation (“MTUS”) and McDermott Technology, B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the
AMENDMENT NO. 3, CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • August 30th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Amendment No. 3, Consent and Waiver Agreement, dated as of August 20, 2013 (this “Amendment”), is among SFX INTERMEDIATE HOLDCO II LLC, a Delaware limited liability company (the “Borrower”), the other Persons listed on the signature pages hereof, the Lenders party hereto (collectively, the “Lenders” and individually, a “Lender”) and BARCLAYS BANK PLC, as administrative agent and collateral agent (in such capacities, together with its successors and permitted assigns, the “Administrative Agent”) under the Credit Agreement (as defined below).
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • September 25th, 2013 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
This Consent and Waiver Agreement (this “Agreement”), entered into as of September 24, 2013, is made by and among La Jolla Pharmaceutical Company, a California corporation (the “Company”), and the undersigned holders of the Company’s Preferred Stock (defined below) (each a “Holder” and collectively the “Holders”).
Consent and Waiver AgreementConsent and Waiver Agreement • January 19th, 2024
Thank you for using the Union Park East Community Development District’s (“District”) Amenities and/or participating in its community programs. We appreciate your understanding and cooperation in maintaining both your safety and health, and the safety and health of others, by reading and signing the following Consent and Waiver Agreement (“Agreement”). This Agreement applies to, but does not by itself grant any rights regarding, the use of any of the District’s Amenities, which feature among other things an amenity center, gym, swimming pool, tot‐lot, and walking trails and to participation in any of the District’s community programming activities.
Consent and Waiver Agreement February 9, 2006Consent and Waiver Agreement • October 16th, 2006 • Vertical Communications, Inc. • Services-prepackaged software • New York
This Consent, Waiver and Release Agreement (this “Agreement”) is made and entered into as of the 9th day of February, 2006 among Artisoft, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (collectively, the “Stockholders”) of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), and warrants (the “Warrants”) to purchase Common Stock who are parties to any of the Prior Agreements or the 2004 Agreement (as such terms are defined below) (such Stockholders holding a sufficient number of shares of Common Stock and interests in the Warrants to take the actions provided for herein).
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • May 24th, 2017
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • November 15th, 2007 • Interpharm Holdings Inc • Pharmaceutical preparations • Delaware
THIS CONSENT AND WAIVER AGREEMENT (this “Agreement”) is made as the 7th day of November, 2007, by and among INTERPHARM HOLDINGS, INC., a Delaware corporation (the “Company”), TULLIS-DICKERSON CAPITAL FOCUS III, L.P., a Delaware limited partnership (“Tullis”), AISLING CAPITAL II, LP, a Delaware limited partnership (“Aisling”), P&K HOLDINGS I, LLC (“P&K Holdings”), a New York Limited Liability Company, RAMETRA HOLDINGS I, LLC (“Rametra Holdings”), a New York Limited Liability Company, RAJS HOLDINGS I, LLC (“Rajs Holdings” and, together with P&K Holdings, Perry Sutaria, Raj Sutaria and Rametra Holdings, the “Sutaria Stockholders”), a New York Limited Liability Company, PERRY SUTARIA (“PS”), individually and as Manager of the Sutaria Stockholders, RAJ SUTARIA (“RS”), individually, and CAMERON REID (“Reid”), individually. Capitalized terms in the Recitals hereto and not defined in such Recitals shall have the meanings ascribed to them in the Tullis Purchase Agreement, Aisling Purchase Agree
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • August 5th, 2014 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • New York
THIS CONSENT AND WAIVER AGREEMENT, dated as of July 30, 2014 (this “Agreement”), is entered into by and among Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Company”), US VC Partners, L.P., a Delaware limited partnership (“USVC”), and JFC Technologies, LLC, a Delaware limited liability company (“JFC”).
CONSENT AND WAIVER AGREEMENT (Subsequent Investors)Consent and Waiver Agreement • May 2nd, 2008 • Vertical Communications, Inc. • Services-prepackaged software • New York
This CONSENT AND WAIVER AGREEMENT (this “Agreement”) is made and entered into as of this 16th day of April, 2008 among Vertical Communications, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (collectively, the “Stockholders”) of (i) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and warrants to purchase Common Stock (the “Warrants”) and (ii) the Company’s Series E Convertible Preferred Stock, par value $1.00 per share (the “Series E Preferred Stock”), each of whom are parties to any of the Prior Agreements (as such term is defined below) (such Stockholders holding a sufficient number of shares of Common Stock, Warrants and/or Series E Preferred Stock to take the actions provided for herein).
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • October 15th, 2012 • A123 Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This CONSENT AND WAIVER AGREEMENT (the “Consent”), dated as of October 12, 2012, is provided under the Loan Agreement, dated as of August 16, 2012 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among A123 Systems, Inc., a Delaware corporation (“Borrower”), and Wanxiang America Corporation (“Lender”), as the initial lender and agent for any Person who may become a lender under the Loan Agreement. Capitalized terms used herein but not defined herein have the meaning given in the Loan Agreement.
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • January 7th, 2005 • Rita Medical Systems Inc • Electromedical & electrotherapeutic apparatus • New York
THIS CONSENT AND WAIVER AGREEMENT (“Agreement”) is made as of January 6, 2005 by and among Horizon Medical Products, Inc., a Georgia corporation (“Horizon”), ComVest Venture Partners, L.P., a Delaware limited partnership (“ComVest”), and Medtronic, Inc., a Minnesota corporation (“Medtronic”).
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • November 10th, 2014 • HC2 Holdings, Inc. • Telephone communications (no radiotelephone)
This CONSENT AND WAIVER AGREEMENT (this “Agreement”), dated as of October 9, 2014, by and among HC2 Holdings, Inc., a Delaware corporation (the “Company”), and each of the September Purchasers and/or May Purchasers (each, as defined below) party hereto (each, a “Preferred Holder” and, collectively, the “Preferred Holders”).
CONSENT AND WAIVER AGREEMENT BY THE HOLDERS OF THE 12% REDEEMABLE PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. October 21, 2019Consent and Waiver Agreement • October 21st, 2019 • McDermott International Inc • Fabricated plate work (boiler shops) • New York
Reference is made to (i) that certain Certificate of Designation (the “Certificate of Designation”) providing for the designations, preferences, limitations and relative rights, voting, redemption and other rights and the qualifications, limitations or restrictions of the Company’s 12% Redeemable Preferred Stock (the “Preferred Stock”), dated October 30, 2018 (the “Certificate of Designation”), of McDermott International, Inc., a corporation incorporated and existing under the laws of the Republic of Panama (the “Company”), (ii) that certain Securities Purchase Agreement, dated October 30, 2018 (the “Securities Purchase Agreement”), by and among the Company and the purchasers party thereto, (iii) that certain Warrant Agreement, dated November 29, 2018 (the “Warrant Agreement”), among the Company, Computershare Inc., a Delaware corporation, and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company as the warrant agent (in such capacity, colle
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec • California
This Consent and Waiver Agreement (this “Agreement”) is made as of July 6, 2011, by and among Corsair Components, Inc., a Delaware corporation (the “Company”), certain persons and entities who purchased shares of, and warrants for the purchase of shares of, the Company’s Common Stock and are listed as Purchasers on the signature pages hereto (each, a “Purchaser,” and collectively, the “Purchasers”) from certain stockholders of the Company listed as Sellers on the signature pages hereto (each a “Seller” and collectively the “Sellers”) pursuant to a certain Securities Purchase Agreement by and among the Sellers and the Purchasers dated as of even date herewith (the “Purchase Agreement”), and each of the Sellers. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Purchase Agreement.
AMENDMENT, CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • October 8th, 2015 • Blackbaud Inc • Services-prepackaged software
This AMENDMENT, CONSENT AND WAIVER AGREEMENT, dated as of October 2, 2015 (this “Agreement”), is by and between Smart Tuition Holdings, LLC, a Delaware limited liability company, on (“Smart Holdings”) and Blackbaud, Inc., a Delaware corporation (“Blackbaud”). Smart Holdings and Blackbaud are sometimes hereinafter referred to collectively as the “Parties.”
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • June 2nd, 2023 • D-Wave Quantum Inc. • Services-computer processing & data preparation
Parental Consent and Waiver AgreementConsent and Waiver Agreement • August 23rd, 2012
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • August 7th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
CONSENT AND WAIVER AGREEMENT, dated as of May 19, 2009 (this “Waiver Agreement”), among AMBAC ASSURANCE CORPORATION, a Wisconsin stock insurance company (“Ambac”), HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (as successor to BNY MIDWEST TRUST COMPANY, an Illinois trust company), as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”).
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • October 15th, 2012 • Wanxiang Group Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This CONSENT AND WAIVER AGREEMENT (the “Consent”), dated as of October 12, 2012, is provided under the Loan Agreement, dated as of August 16, 2012 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among A123 Systems, Inc., a Delaware corporation (“Borrower”), and Wanxiang America Corporation (“Lender”), as the initial lender and agent for any Person who may become a lender under the Loan Agreement. Capitalized terms used herein but not defined herein have the meaning given in the Loan Agreement.
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • February 20th, 2015
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • October 15th, 2012 • Wanxiang Group Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This CONSENT AND WAIVER AGREEMENT (the “Consent”), dated as of October 11, 2012, is provided under the Loan Agreement, dated as of August 16, 2012 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among A123 Systems, Inc., a Delaware corporation (“Borrower”), and Wanxiang America Corporation (“Lender”), as the initial lender and agent for any Person who may become a lender under the Loan Agreement. Capitalized terms used herein but not defined herein have the meaning given in the Loan Agreement.
CONSENT AND WAIVER AGREEMENT AND AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTConsent and Waiver Agreement • August 9th, 2004 • Matria Healthcare Inc • Services-home health care services • New York
CONSENT AND WAIVER AGREEMENT AND AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT, dated as of April 23, 2004 (this “Agreement”), to the Loan and Security Agreement referred to below by and among MATRIA HEALTHCARE, INC., a Delaware corporation (together with its permitted successors and assigns, the “Parent”), DIABETES ACQUISITION, INC., a Georgia corporation and wholly-owned subsidiary of the Parent (together with its permitted successors and assigns, “DAI”), GAINOR MEDICAL ACQUISITION COMPANY, a Georgia corporation and wholly-owned subsidiary of DAI (together with its permitted successors and assigns, “Gainor”), DIABETES MANAGEMENT SOLUTIONS, INC., a Delaware corporation and wholly-owned subsidiary of Gainor (together with its permitted successors and assigns, “DMS”), DIABETES SELF CARE, INC., a Virginia corporation and wholly-owned subsidiary of Gainor (together with its permitted successors and assigns, “DSC”), MATRIA LABORATORIES, INC., a Delaware corporation and wholly-owned subsid
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • May 20th, 2002 • Intervisual Books Inc /Ca • Books: publishing or publishing & printing
This Consent and Waiver Agreement (the “Agreement”) is made this 4th day of April, 2002, by and between LINC Acquisition One, LLC c/o Republic Credit Corporation I as servicer, P.O. Box 22564, Denver, Colorado 80222-0564 (“Lender”), Fast Forward Marketing, Inc. (the “Company”) and Intervisual Books, Inc. (“IBI”). This Agreement is delivered in connection with the potential sale of all the assets of the Company to FFM Acquisition Corporation (the “Sale”).
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • New York
This Consent and Waiver Agreement (“Agreement”) is made and entered into as of June 4, 2012, by and among DecisionPoint Systems, Inc., a Delaware corporation (the “Company”), Sigma Opportunity Fund II, LLC (“Sigma Opportunity Fund”), Sigma Capital Advisors (“Sigma Advisors”) and Donald W. Rowley.
Consent and Waiver AgreementConsent and Waiver Agreement • March 16th, 2024
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • December 29th, 2023 • Akerna Corp. • Finance services • New York
This CONSENT AND WAIVER AGREEMENT (the “Consent”) is made on December 28, 2023 (the “Effective Date”), by and between Akerna Corp., a Delaware corporation (the “Company”), Akerna Canada Ample Exchange Inc., an Ontario corporation (“Akerna Exchange”), and MJ Acquisition Corp., a Delaware corporation (“MJA”).
