Consent And Waiver Agreement Sample Contracts

Pattern Energy Group Inc. – Consent and Waiver Agreement (May 25th, 2018)

This CONSENT AND WAIVER AGREEMENT (the "Consent and Waiver"), dated as of May 21, 2018 is entered into by Public Sector Pension Investment Board, a Canadian Crown corporation under the Public Sector Pension Investment Board Act (Canada) ("PSP"), and Pattern Energy Group Inc., a Delaware corporation ("PEG Inc."). Each of PSP and PEG Inc. are hereafter referred to individually as a "Party" and collectively as "Parties."

Sevion Therapeutics, Inc. – Consent and Waiver Agreement (February 22nd, 2017)

This Consent and Waiver Agreement (this "Agreement") is made effective as of February 15, 2017 (the "Effective Date") by and among Sevion Therapeutics, Inc., a Delaware corporation (the "Company"), the lead investor in the 2015 Financing (as defined below) (the "Lead Investor"), and the undersigned signatories hereto.

Acknowledgement, Consent and Waiver Agreement (January 17th, 2017)

This Acknowledgement, Consent and Waiver Agreement (this "Agreement"), dated as of December 29, 2016, is entered into by and among Comstock Mining Inc., a Nevada corporation ("Comstock"), Northern Comstock LLC, a Nevada limited liability company ("Northern Comstock"), DWC Resources Inc., a Nevada corporation ("DWC"), The InterGroup Corporation, a Delaware corporation ("InterGroup"), Santa Fe Financial Corporation, a California corporation ("Santa Fe"), Portsmouth Square, Inc., a California corporation ("Portsmouth") and John V. Winfield ("Winfield"). Reference is made to: (i) the Limited Liability Company Operating Agreement of Northern Comstock, dated as of October 19, 2010, as amended prior to the date hereof (the "NC Agreement"), by and among Comstock, DWC and Winfield; and (ii) Stockholders Agreement, dated as of July 29, 2015 (the "Stockholders Agreement"), by and among Comstock, Northern Comstock, DWC, InterGroup, Santa Fe, Portsmouth and Winfield.

Siclone Industries – Consent and Waiver Agreement (December 22nd, 2016)

This CONSENT AND WAIVER AGREEMENT (this "Agreement"), dated as of December 21, 2016, is entered into by and between Apollo Medical Holdings, Inc., a Delaware corporation (the "Parent") and Network Medical Management, Inc., a California corporation (the "Company").

Amendment to Master Credit Facility and Consent and Waiver Agreement (August 15th, 2016)

This Amendment to Master Credit Facility and Consent and Waiver Agreement (this "Amendment") is made as of the 10th day of August, 2016, by and among PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation ("PDN"), NAPW, INC., a Delaware corporation and wholly-owned subsidiary of PDN ("NAPW"), NOBLE VOICE LLC, a Delaware limited liability company and a wholly-owned subsidiary of PDN ("Noble"), COMPLIANT LEAD LLC, a Delaware limited liability company and a wholly-owned subsidiary of PDN ("Compliant"), and WHITE WINSTON SELECT ASSET FUNDS, LLC, a Delaware limited liability company ("WWSAF" or the "Lender"). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Loan Agreement (defined below).

Amendment to Master Credit Facility and Consent and Waiver Agreement (August 15th, 2016)

This Amendment to Master Credit Facility and Consent and Waiver Agreement (this "Amendment") is made as of the 10th day of August, 2016, by and among PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation ("PDN"), NAPW, INC., a Delaware corporation and wholly-owned subsidiary of PDN ("NAPW"), NOBLE VOICE LLC, a Delaware limited liability company and a wholly-owned subsidiary of PDN ("Noble"), COMPLIANT LEAD LLC, a Delaware limited liability company and a wholly-owned subsidiary of PDN ("Compliant"), and WHITE WINSTON SELECT ASSET FUNDS, LLC, a Delaware limited liability company ("WWSAF" or the "Lender"). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Loan Agreement (defined below).

Consent and Waiver Agreement (February 25th, 2016)

This CONSENT AND WAIVER AGREEMENT (this "Agreement") is entered into and effective as of November 23, 2015, among FIG LLC, a Delaware limited liability company (the "Borrower"), certain Subsidiaries and Affiliates of the Borrower (the "Guarantors"), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (the "Administrative Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement (as defined below).

Amendment, Consent and Waiver Agreement (October 8th, 2015)

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."

VEREIT Operating Partnership, L.P. – Consent and Waiver Agreement (December 30th, 2014)

THIS CONSENT AND WAIVER AGREEMENT (this "Agreement") is entered into as of December 23, 2014 among ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (the "Borrower"), AMERICAN REALTY CAPITAL PROPERTIES, INC. (the "Parent"), the "Lenders" (as defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Administrative Agent"). Capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Credit Agreement (as defined below).

Consent and Waiver Agreement (November 10th, 2014)

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).

Cyalume Technologies Holdings, Inc. – Consent and Waiver Agreement (August 5th, 2014)

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").

La Jolla Pharmaceutical Company – Consent and Waiver Agreement (September 25th, 2013)

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 Companys Preferred Stock (defined below) (each a Holder and collectively the Holders).

SFX Entertainment, INC – Amendment No. 3, Consent and Waiver Agreement (August 30th, 2013)

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).

Southern Resources – Sixth Consent and Waiver Agreement (January 9th, 2013)

This Sixth Consent and Waiver Agreement (this "Agreement") is made and entered into as of December 21, 2012, by and among Southern USA Resources Inc., a Delaware corporation (the "Company"), and the parties identified on the signature page hereto (each, the "Investor" and collectively, the "Investors"). Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreements (as defined below).

Southern Resources – Seventh Consent and Waiver Agreement (January 9th, 2013)

This Seventh Consent and Waiver Agreement (this "Agreement") is made and entered into as of January 7, 2013, by and among Southern USA Resources Inc., a Delaware corporation (the "Company"), and the parties identified on the signature page hereto (each, the "Investor" and collectively, the "Investors"). Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreements (as defined below).

La Jolla Pharmaceutical Company – Consent and Waiver Agreement (December 10th, 2012)

This Consent and Waiver Agreement (this "Agreement"), entered into as of December 7, 2012 (the "Effective Date"), is made by and among La Jolla Pharmaceutical Company, a California corporation (the "Company"), and the undersigned parties (each a "Holder" and collectively the "Holders").

Southern Resources – Fifth Consent and Waiver Agreement (December 4th, 2012)

This Fourth Consent and Waiver Agreement (this "Agreement") is made and entered into as of November __, 2012, by and among Southern USA Resources Inc., a Delaware corporation (the "Company"), and the parties identified on the signature page hereto. Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreements (as defined below).

Southern Resources – Fourth Consent and Waiver Agreement (October 26th, 2012)

This Fourth Consent and Waiver Agreement (this "Agreement") is made and entered into as of October __, 2012, by and among Southern USA Resources Inc., a Delaware corporation (the "Company"), and the parties identified on the signature page hereto. Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreements (as defined below).

Consent and Waiver Agreement (October 15th, 2012)

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 Agreement (October 15th, 2012)

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.

DecisionPoint Systems, Inc. – Amendment No.1 to Consent and Waiver Agreement (October 10th, 2012)

This Amendment No. 1 to Consent and Waiver Agreement ("Agreement") is made and entered into as of October 3, 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. Capitalized terms used herein without definition shall have the meaning set forth in the Waiver Agreement.

DecisionPoint Systems, Inc. – Consent and Waiver Agreement (June 7th, 2012)

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.

Advaxis – Form of Amendment, Consent and Waiver Agreement (May 18th, 2012)

AMENDMENT, CONSENT AND WAIVER AGREEMENT (the "Agreement") is made as of the ____ day of May 2012 by and between Advaxis, Inc., a Delaware corporation (the "Company"), and the purchaser (the "Investor").

Southern Resources – Third Consent and Waiver Agreement (May 3rd, 2012)

This Third Consent and Waiver Agreement (this "Agreement") is made and entered into as of April ___, 2012, by and among Southern USA Resources Inc. (formerly known as Atlantic Green Power Holding Company), a Delaware corporation (the "Company"), and the parties identified on the signature page hereto. Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreements (as defined below).

Corsair Components, Inc. – Consent and Waiver Agreement (November 3rd, 2011)

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 Companys 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.

Third Consent and Waiver Agreement (September 26th, 2011)

This Third Consent and Waiver Agreement ("Agreement") is made and entered into as of September 23, 2011, by and among The Brainy Brands Company, Inc., a Delaware corporation (the "Company"), and the parties identified on the signature page hereto ("Subscribers"). Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreement (as defined below).

Consent and Waiver Agreement Re: Loan and Security Agreement (July 26th, 2011)

THIS CONSENT AND WAIVER AGREEMENT RE: LOAN AND SECURITY AGREEMENT (this Consent) dated as of January 20, 2011, is by and among FIFTH THIRD BANK (f/k/a Fifth Third Bank (Chicago); in its individual capacity, Fifth Third), as agent (in such capacity as agent, Agent) for itself and all other lenders from time to time a party to the Loan Agreement referred to below (Lenders), Lenders, THE W GROUP, INC., a Delaware corporation (Holdings), POWER GREAT LAKES, INC., an Illinois corporation (Power Great Lakes), POWER SOLUTIONS, INC., an Illinois corporation (Power Solutions), AUTO MANUFACTURING, INC., an Illinois corporation (Auto Manufacturing), POWER PRODUCTION, INC., an Illinois corporation (Power Production), TORQUE POWER SOURCE PARTS, INC., an Illinois corporation (Torque Power), POWER GLOBAL SOLUTIONS, INC., an Illinois corporation (Power Global Solutions), PSI INTERNATIONAL, LLC, an Illinois limited liability company (PSI International), XISYNC LLC, an Illinois limited liability company

Glasshouse Technologies, Inc. Omnibus Amendment, Admission, Consent and Waiver Agreement (April 8th, 2010)

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 therein)

Master Silicon Carbide Industries, Inc. – Consent and Waiver Agreement (March 31st, 2010)

THIS CONSENT AND WAIVER AGREEMENT (the "Agreement") is made and entered into on November 2, 2009, by and between Master Silicon Carbide Industries, Inc. (formerly known as Paragon Semitech USA, Inc.), a Nevada corporation (the "Company"), and the holders of the Company's Series A Preferred Stock, as defined below, listed on the signature pages below (collectively, the "Holders").

Amendment, Unwind, Consent and Waiver Agreement (February 26th, 2010)

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).

Consent and Waiver Agreement (August 14th, 2009)

THIS CONSENT AND WAIVER AGREEMENT (this "Agreement"), dated as of April 23, 2009 is entered into by and among Cyberdefender Corporation, a California corporation (the "Company"), the undersigned holders of at least 75% of the outstanding principal amount of the Debentures (as hereinafter defined) (the "Holders") and the Agent (as defined in the Purchase Agreement).

Consent and Waiver Agreement (August 7th, 2009)

CONSENT AND WAIVER AGREEMENT, dated as of May 19, 2009 (this Waiver Agreement), among MBIA INSURANCE CORPORATION, a New York corporation (MBIA), 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 Agreement (August 7th, 2009)

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).

Renegy Holdings Inc – Consent and Waiver Agreement (January 7th, 2009)

This CONSENT AND WAIVER AGREEMENT (this Agreement) is entered into as of December 31, 2008 in connection with that certain Credit Agreement, dated as of September 1, 2006, among SNOWFLAKE WHITE MOUNTAIN POWER, LLC (SWMP), RENEGY, LLC (Renegy), RENEGY TRUCKING, LLC (Renegy Trucking and together with Renegy and SWMP, the Borrowers), the financial institutions from time to time party thereto (collectively, the Lenders) and COBANK, ACB, as administrative agent for the Lenders (in such capacity, Administrative Agent), as letter of credit issuer, collateral agent (in such capacity, Collateral Agent) and as a Lender, to be amended and restated as of January 1, 2009 (as further amended, amended and restated and modified from time to time, the Credit Agreement). Terms used herein but not defined shall have the meaning given to them in the Credit Agreement and section references refer to sections of the Credit Agreement unless otherwise stated.

Consent and Waiver Agreement (December 5th, 2008)

THIS CONSENT AND WAIVER AGREEMENT (this "Agreement"), dated as of November 21, 2008 is entered into by and among Cyberdefender Corporation, a California corporation (the "Company"), the undersigned holders of at least 75% of the outstanding principal amount of the Debentures (as hereinafter defined) (the "Holders") and the Agent (as defined in the Purchase Agreement).