Waiver Sample Contracts

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Waiver • November 23rd, 2007 • National Coal Corp • Bituminous coal & lignite surface mining • New York
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WAIVER
Waiver • August 9th, 2007 • Cash Systems Inc • Finance services • New York

This WAIVER (this “Waiver”) is entered into as of August 9, 2007 by and between CASH SYSTEMS, INC., a Delaware corporation (the “Company”), and HIGHLINE CAPITAL INTERNATIONAL, LTD. (the "Investor”), with reference to the following facts:

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Waiver • February 26th, 2007 • Spatialight Inc • Photographic equipment & supplies • New York

This Waiver (the "Agreement"), is made and entered into as of February 23, 2007 by and between Spatialight, Inc., a New York corporation (the “Seller”), and Iroquois Master Fund Ltd. (the “Purchaser”).

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Waiver • July 31st, 2009 • Xcel Energy Inc • Electric & other services combined • New York

WAIVER, dated as of April 13, 2009 (this “Waiver”), to the Credit Agreement, dated as of December 14, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Southwestern Public Service Company, a New Mexico corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other Agents party thereto.

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Waiver • December 2nd, 2016 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York

This Waiver (this “Waiver”) is entered into as of December 2, 2016, by and between Great Basin Scientific, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) which is one of the investors listed on the Schedule of Buyers (“Schedule of Buyers”) attached to that certain Securities Purchase Agreement between the Company and all of the investors listed on the Schedule of Buyers (the “Buyers”) dated June 29, 2016 (the “SPA”) with reference to the following facts:

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Waiver • May 10th, 2005 • Dime Community Bancshares Inc • Savings institution, federally chartered

The undersigned is a party to an Employment Agreement with Dime Community Bancshares, Inc. (the "Company") made and entered into as of January 1, 2003 (the "Company Agreement") and an Amended and Restated Employment Agreement with The Dime Savings Bank of Williamsburgh (the "Bank") made and entered into as of June 26, 1995 (the "Bank Agreement").

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Waiver • October 23rd, 2023 • SciPlay Corp • Services-computer processing & data preparation

This Waiver (this “Waiver”), dated as of October 23, 2023, is made in respect of that certain Tax Receivable Agreement, dated as of May 7, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “TRA”), by and among SciPlay Corporation (the “Company”), SciPlay Parent Company, LLC (“SciPlay Parent”) and LNW Social Holding Company I, LLC (collectively with the Company and SciPlay Parent, the “Parties”), as successor in interest to SG Social Holding Company I, LLC and SG Social Holding Company, LLC. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the TRA.

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Waiver • November 17th, 2023 • Akerna Corp. • Finance services • New York

This Waiver (this “Waiver”) is entered into as of November 15, 2023, by and between Akerna Corp., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”), which constitutes the “Required Holders” pursuant to that certain Securities Purchase Agreement between the Company and all of the investors listed on the Schedule of Buyers (the “Buyers”) dated October 5, 2021 (the “SPA”) with reference to the following facts:

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Waiver • February 17th, 2010 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Oklahoma

This Waiver (the "Waiver") is made and entered into this 19th day of November, 2009 by and between AeroGrow International, Inc., a Nevada corporation (“Borrower”) Jack J. Walker, a resident of the state of Colorado (the “Limited Guarantor”), Jervis B. Perkins and H. MacGregor Clarke, both residents of the state of Colorado (collectively, the “Validity Guarantors”), and FCC, LLC, d/b/a First Capital, a Florida limited liability company (“Lender”).

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Waiver • October 23rd, 2023 • Light & Wonder, Inc. • Services-computer integrated systems design

This Waiver (this “Waiver”), dated as of October 23, 2023, is made in respect of that certain Tax Receivable Agreement, dated as of May 7, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “TRA”), by and among SciPlay Corporation (the “Company”), SciPlay Parent Company, LLC (“SciPlay Parent”) and LNW Social Holding Company I, LLC (collectively with the Company and SciPlay Parent, the “Parties”), as successor in interest to SG Social Holding Company I, LLC and SG Social Holding Company, LLC. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the TRA.

Contract
Waiver • October 29th, 2009 • Select Comfort Corp • Household furniture • New York
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Waiver • January 30th, 2015 • Photomedex Inc • Electromedical & electrotherapeutic apparatus • New York

WAIVER, dated as of January 26, 2015 (this "Waiver"), with respect to that certain Credit Agreement, dated as of May 12, 2014 (as amended, supplemented or otherwise modified, the "Credit Agreement"), by and among PhotoMedex, Inc., as borrower (the "Borrower"), the Loan Parties from time to time party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"), among others.

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Waiver • July 16th, 2021 • Thimble Point Acquisition Corp. • Blank checks • New York

This WAIVER, dated as of July 9, 2021 (this “Agreement”), is made by and among PEAR THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, and PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as the Majority Lender.

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Waiver • November 14th, 2016 • Function(x) Inc. • Services-computer programming, data processing, etc. • Delaware

THIS WAIVER (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as this “Waiver”) is made this ______ day of November 2016, by and between FUNCTION(X) INC., a Delaware corporation (hereinafter referred to as “the Company”) and Barry Honig, as Collateral Agent (the Holder”).

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Waiver • July 7th, 1998 • VDC Corp LTD • Gold and silver ores
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Waiver • June 13th, 2023 • Able View Global Inc. • Retail-nonstore retailers • New York

This WAIVER (this “Waiver”), dated as of June 12, 2023, is made and entered into by and among (i) Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) Able View Inc., a Cayman Islands exempted company (the “Company”), (iii) Able View Global Inc., a Cayman Islands exempted company and wholly owned subsidiary of the Company (“Pubco”), (iv) Able View Corporation Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), and (v) each of the holders of the Company’s outstanding shares named hereto (collectively, the “Sellers”). Each of the Purchaser, the Company, Pubco, Merger Sub and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).

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Waiver • February 25th, 2011 • Servicesource International LLC • Services-business services, nec

This WAIVER (this “Waiver”) is made this 19th day of March 2010, by and among SERVICESOURCE INTERNATIONAL, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO CAPITAL FINANCE, INC. (formerly known as Wells Fargo Foothill, Inc.), as administrative agent (“Agent”), and the undersigned parties constituting all the Lenders party, as of the date hereof, to that certain Amended and Restated Credit Agreement dated April 29, 2008 by and among Borrower, Agent and the Lenders (as amended, restated, extended, renewed, replaced or otherwise modified from time to time, the “Credit Agreement”; all capitalized terms used herein shall have meanings defined for such terms in the Credit Agreement unless otherwise defined herein).

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Waiver • March 9th, 2007 • Nortel Networks Corp • Telephone & telegraph apparatus • Ontario

WAIVER (this “Waiver”) dated as of March 9, 2007, to that certain AMENDED AND RESTATED MASTER FACILITY AGREEMENT dated October 24, 2005 (as amended from time to time prior to the date hereof, the “EDC Agreement”) between NORTEL NETWORKS LIMITED (the “Principal”) and EXPORT DEVELOPMENT CANADA (“EDC”).

Contract
Waiver • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

WAIVER dated as of February 25, 2022 (this “Waiver”), to the 364-DAY REVOLVING CREDIT AGREEMENT dated as of August 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.

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Waiver • April 3rd, 2018 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations • California

This WAIVER (this “Waiver”) is made and entered into as of March 28, 2018, by and between Tang Capital Partners, LP, a Delaware limited partnership (“TCP”), and Heron Therapeutics, Inc., a Delaware corporation formerly known as A.P. Pharma, Inc. (“Heron”), with respect to the Securities Purchase Agreement, dated April 24, 2011 (the “SPA”), by and among Heron, TCP, Baker Bros. Investments II, L.P., a Delaware limited partnership (“BBI”), Baker Brothers Life Sciences, L.P., a Delaware limited partnership (“BBLS”), and 14159, L.P., a Delaware limited partnership (together with TCP, BBI and BBLS, the “Purchasers”).

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Waiver • May 30th, 2006 • Global Crossing LTD • Telephone communications (no radiotelephone)

WAIVER, dated as of May 23, 2006, relating to the 4.7% Senior Secured Mandatory Convertible Notes Due 2008 issued under the Indenture dated as of December 23, 2004 by and among Global Crossing Limited (the “Company”), Global Crossing (UK) Telecommunications Limited, the other entities identified on the signature pages thereto under the captions “UK ENTITIES” and “GUARANTORS,” and Wells Fargo Bank, National Association as trustee and collateral agent for the holders of the notes issued thereunder (the “Trustee”), as amended, supplemented or restated from time to time in accordance with the provisions thereof (the “Indenture;” capitalized terms used herein and not otherwise defined, being so used as therein defined).

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WAIVER
Waiver • May 23rd, 2005 • Tak Sharad Kumar • Services-computer programming services

This waiver (“Waiver”) is entered into as of May 13, 2005, by and among Healthaxis Inc., a Pennsylvania corporation (the “Company”) and Tak Investments, Inc., a Delaware corporation (the “Purchaser”), and waives certain provisions of the Stock and Warrant Purchase Agreement dated as of February 23, 2005 by and between the Company and the Purchaser (the “Purchase Agreement”) and the Investor Rights Agreement to be entered into by the Company and the Purchaser (the “Investor Rights Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Purchase Agreement.

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Waiver • January 9th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York

This Waiver (this “Waiver”) is entered into as of January 9, 2017, by and between Great Basin Scientific, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) which is one of the holders (“Holders”) of shares of the Company’s Series F Preferred Stock (“Series F Preferred Shares”) with reference to the following facts:

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Waiver • November 4th, 2016 • Alimera Sciences Inc • Pharmaceutical preparations

This Waiver (this “Waiver”), dated as of July 21, 2016, is by and among (a) ALIMERA SCIENCES LIMITED, a company registered under the laws of England and Wales under company number 08018355 and having its registered office at Centaur House, Ancells Road, Fleet, Hampshire, United Kingdom, GU51 2UJ (“Borrower”), (b) HERCULES CAPITAL FUNDING TRUST 2014-1, a statutory trust created and existing under the laws of the State of Delaware (“Lender”) and (c) HERCULES CAPITAL, INC., a Maryland corporation (formerly known as Hercules Technology Growth Capital, Inc.), in its capacity as administrative agent for itself and Lender (in such capacity, the “Agent”).

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Waiver • November 5th, 2012 • WEB.COM Group, Inc. • Services-prepackaged software • Delaware

THIS WAIVER (“Waiver”) is made and entered on May 7, 2012 by and between Web.com Group, Inc., a Delaware corporation (the “Company”) and GA-NWS Investor LLC, a Delaware limited liability company (“GA Investor”).

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Waiver • June 29th, 2017 • Riverview Financial Corp • National commercial banks

This Waiver, effective as of the Effective Time (as such term is defined in that certain Agreement and Plan of Merger by and between Riverview Financial Corp. (“Riverview”) and CBT Financial Corp. (“CBT”) dated April 19, 2017 (the “Merger Agreement”)), is executed by the undersigned, being a director and/or an employee (the “Undersigned”) of Riverview and/or Riverview Bank, a wholly owned subsidiary of Riverview (Riverview Bank and Riverview are collectively referred to herein as the “Riverview Entities” and individually as a “Riverview Entity”).

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Waiver • July 3rd, 1997 • Regent University • Television broadcasting stations
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Waiver • November 18th, 2002 • Zi Corp • Telephone communications (no radiotelephone)

THIS WAIVER AGREEMENT, between JKC Group, Inc., a New York corporation (the "Company"), and Zi Corporation, an Alberta corporation ("Zi"), dated as of November 7, 2002.

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Waiver • May 18th, 2011 • Deep Down, Inc. • Oil & gas field machinery & equipment

THIS WAIVER (this “Waiver”) is entered into as of May 10, 2011 and effective as of March 31, 2011 (the “Effective Date”), between DEEP DOWN, INC., a Nevada corporation (“Borrower”), and WHITNEY NATIONAL BANK, a national banking association (the “Lender”). Capitalized terms used but not defined in this Waiver have the meanings given them in the Credit Agreement (defined below).

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Waiver • July 26th, 2011 • Intellicell Biosciences, Inc. • Services-computer integrated systems design • New York

THIS WAIVER, dated as of June 30, 2011 (this “Agreement”), by and between by Media Exchange Group, Inc., a Delaware corporation (“Seller”) and Consorteum Holdings, Inc., a Nevada corporation (the “Buyer”), amends that certain asset purchase agreement, dated June 6, 2011 by and between the Company and the Buyer (“Purchase Agreement”). The Seller and the Buyer are collectively referred to herein as the “Parties.”

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Waiver • November 14th, 2011 • Westway Group, Inc. • Grain mill products • Delaware

This WAIVER (this “Waiver”), dated as of November 8, 2011, is entered into by and between Agman Louisiana, Inc. (f/k/a Westway Holdings Corporation), a Delaware corporation (the “Preferred Stockholder”) and Westway Group, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Amended and Restated Certificate of Incorporation (as defined below).

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Waiver • March 31st, 2009 • Interstate Hotels & Resorts Inc • Hotels & motels • New York

WAIVER, dated as of April 9, 2008 (this “Waiver”), by and among INTERSTATE OPERATING COMPANY, LP, a Delaware limited partnership (the “Borrower”), LEHMAN COMMERCIAL PAPER INC. (the “Administrative Agent”), and the Lenders party hereto to the Credit Agreement (as defined below).

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Waiver • January 12th, 2007 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation

This WAIVER, dated as of January 10, 2007 (this “Waiver”), is to the AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of December 19, 2006, by and among Hamlet Holdings LLC, a Delaware limited liability company (“Parent”), Hamlet Merger Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Harrah’s Entertainment, Inc., a Delaware corporation (the “Company”). All terms used but not defined herein shall have the respective meanings assigned to them in the Agreement.

Contract
Waiver • May 12th, 2003 • Select Medical Corp • Services-specialty outpatient facilities, nec • New York

WAIVER dated as of March 18, 2003 (this “Waiver”) to the Credit Agreement dated as of September 22, 2000 (the “Credit Agreement”) as heretofore amended, among Select Medical Corporation, a Delaware corporation (the “Company”), Canadian Back Institute Limited, an Ontario corporation and a wholly owned subsidiary of the Company (“CBIL” and, together with the Company, the “Borrowers”), the Lenders party thereto, JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as US Agent and US Collateral Agent, J.P. Morgan Bank Canada (f/k/a The Chase Manhattan Bank of Canada), as Canadian Agent and Canadian Collateral Agent, Banc of America Securities, LLC, as Syndication Agent, and CIBC, Inc., as Documentation Agent.

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