Waiver Agreement Sample Contracts

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Helios & Matheson North America Inc. – Waiver Agreement (November 6th, 2017)

This WAIVER AGREEMENT (this "Agreement") is made and entered into as of November [*], 2017 by and between MoviePass, a Delaware corporation (the "Company"), and Helios and Matheson Analytics Inc. ("Helios"). In this Agreement, the Company and the Helios are sometimes referred to singularly as a "party" and collectively as the "parties".

Helios & Matheson North America Inc. – Waiver Agreement (November 6th, 2017)

This WAIVER AGREEMENT (this "Agreement") is made and entered into as of November [*], 2017 by and between MoviePass, a Delaware corporation (the "Company"), and Helios and Matheson Analytics Inc. ("Helios"). In this Agreement, the Company and the Helios are sometimes referred to singularly as a "party" and collectively as the "parties".

Hms Income Fund, Inc. – Third Quarter 2017 Conditional Income Incentive Fee Waiver Agreement (October 19th, 2017)

This Third Quarter 2017 Conditional Income Incentive Fee Waiver Agreement (the "Agreement"), dated as of October 19, 2017, is made by and among HMS Income Fund, Inc. (the "Company"), HMS Adviser LP ("HMS Adviser") and MSC Adviser I, LLC (the "Sub-Adviser," together with HMS Adviser, the "Advisers," and, collectively with the Company, the "Parties").

Enstar Group Limited – Form of Waiver Agreement (October 10th, 2017)

THIS WAIVER AGREEMENT is made and entered into as of September ____, 2017, by and among Enstar Group Limited (the "Company") and the securityholder party hereto (the "Securityholder").

WAIVER AGREEMENT October 3, 2017 (October 6th, 2017)

This Waiver Agreement (this "Waiver"), dated as October 3, 2017, is entered into by and among Energy Future Holdings Corp., a Texas corporation (the "Company"), Energy Future Intermediate Holding Company LLC, a Delaware limited liability company ("EFIH"), Sempra Energy, a California corporation ("Parent"), and Sempra Texas Merger Sub I, Inc. (formerly known as Power Play Merger Sub I, Inc.), a Delaware corporation ("Merger Sub" and, collectively with the Company, EFIH, and Parent, the "Parties").

Boulevard Acquisition Corp. II – Forfeiture and Waiver Agreement (August 21st, 2017)
Boulevard Acquisition Corp. II – Forfeiture and Waiver Agreement (August 21st, 2017)
Waiver Agreement (August 4th, 2017)

Entercom Communications Corp. (the Employer) and David J. Field (the Executive) are parties to an Amended and Restated Employment Agreement, made and entered into as of April 22, 2016 (the Agreement). Employer and Executive mutually desire to enter into this Waiver Agreement as an amendment to the Agreement:

Hms Income Fund, Inc. – Second Quarter 2017 Conditional Income Incentive Fee Waiver Agreement (July 31st, 2017)

This Second Quarter 2017 Conditional Income Incentive Fee Waiver Agreement (the "Agreement"), dated as of July 26, 2017, is made by and among HMS Income Fund, Inc. (the "Company"), HMS Adviser LP ("HMS Adviser") and MSC Adviser I, LLC (the "Sub-Adviser," together with HMS Adviser, the "Advisers," and, collectively with the Company, the "Parties").

Waiver Agreement (July 21st, 2017)

THIS WAIVER AGREEMENT (this "Agreement") is dated as of November 25, 2016 and is entered into by and among TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company ("Borrower''), the other Credit Parties party hereto, BARCLAYS BANK PLC ("Barclays"), as a Lender and as Administrative Agent ("Administrative Agent") and the other Lenders party hereto, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of January 28, 2015 (as amended through the date hereof, the "Credit Agreement") by and among Borrower, TERRAFORM POWER, LLC, a Delaware limited liability company ("Holdings"), the subsidiaries of Borrower named therein, the Lenders, the Administrative Agent, Collateral Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

Amended and Restated Waiver Agreement (July 17th, 2017)

THIS AMENDED AND RESTATED WAIVER AGREEMENT dated as of July 13, 2017 (the "Agreement") is entered into among Bravo Brio Restaurant Group, Inc., an Ohio corporation (the "Borrower"), the Guarantors party hereto, the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

Waiver Agreement (June 8th, 2017)

THIS WAIVER AGREEMENT dated as of June 8, 2017 (the "Agreement") is entered into among Bravo Brio Restaurant Group, Inc., an Ohio corporation (the "Borrower"), the Guarantors party hereto, the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

Levon Resources Ltd – Waiver Agreement (May 15th, 2017)

THIS WAIVER AGREEMENT (this "Agreement"), dated as of May 12, 2017, is entered into by and between VBI Vaccines Inc., a British Columbia corporation (the "Company"), and Perceptive Credit Holdings, LP, a Delaware limited partnership (the "Holder"). Terms used herein without definition shall have the meanings ascribed to them in the Warrants as defined below.

Hms Income Fund, Inc. – First Quarter 2017 Conditional Income Incentive Fee Waiver Agreement (April 27th, 2017)

This First Quarter 2017 Conditional Income Incentive Fee Waiver Agreement (the "Agreement"), dated as of April 24, 2017, is made by and among HMS Income Fund, Inc. (the "Company"), HMS Adviser LP ("HMS Adviser") and MSC Adviser I, LLC (the "Sub-Adviser," together with HMS Adviser, the "Advisers," and, collectively with the Company, the "Parties").

Levon Resources Ltd – Waiver Agreement (March 20th, 2017)

THIS WAIVER AGREEMENT (this "Agreement"), dated as of March 14, 2017, is entered into by and among VARIATION BIOTECHNOLOGIES (US), INC., a Delaware corporation (the "Borrower"); the Guarantors identified under the caption "GUARANTORS" on the signature pages hereto, and Perceptive Credit Holdings, LP, a Delaware limited partnership (the "Lender"). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

Xfit Brands, Inc. – Waiver Agreement (March 16th, 2017)

XFit Brands, Inc. (hereinafter referred to as the "Company"), - and - David E. Vautrin, of the City of Aliso Viejo, California (hereafter referred to as the "Executive"). Corporation and Executive are individually referred to as a "Party" and collectively as the "Parties".

Waiver Agreement (February 15th, 2017)

THIS WAIVER AGREEMENT (the Agreement) dated as of February 14, 2017 which modifies certain rights with respect to Peter L. Briger, Jr., Wesley R. Edens, and Randal A. Nardone (the Principals) under the Amended and Restated Tax Receivable Agreement dated as of February 1, 2007 (the Tax Receivable Agreement), is hereby entered into by and among FIG Corp., a Delaware corporation (the Corporation), FIG Asset Co. LLC, a Delaware limited liability company (FIGA), the entities set forth on the signature pages hereto (together with all other Persons in which the Corporation acquires a general partnership interest, managing member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14 of the Tax Receivable Agreement, the Partnerships) and each of the Principals (collectively, the Parties). Capitalized terms that are used but not defined herein shall have the meaning given to such terms in the Tax Receivable Agreement.

Waiver Agreement (February 15th, 2017)

THIS WAIVER AGREEMENT (the Agreement) dated as of February 14, 2017 which modifies certain rights with respect to Peter L. Briger, Jr., Wesley R. Edens, and Randal A. Nardone (the Principals) under the Amended and Restated Tax Receivable Agreement dated as of February 1, 2007 (the Tax Receivable Agreement), is hereby entered into by and among FIG Corp., a Delaware corporation (the Corporation), FIG Asset Co. LLC, a Delaware limited liability company (FIGA), the entities set forth on the signature pages hereto (together with all other Persons in which the Corporation acquires a general partnership interest, managing member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14 of the Tax Receivable Agreement, the Partnerships) and each of the Principals (collectively, the Parties). Capitalized terms that are used but not defined herein shall have the meaning given to such terms in the Tax Receivable Agreement.

Marlin Midstream Partners Lp – Azure Midstream Partners, Lp Limited Duration Waiver Agreement (January 18th, 2017)

This Limited Duration Waiver Agreement (this Agreement) dated as of January 13, 2017, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the Effective Date), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the Borrower), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the Administrative Agent) for the Lenders, as issuing lender (in such capacity, an Issuing Lender) and as swingline lender (in such capacity, the Swingline Lender).

First Amendment to Waiver Agreement (January 3rd, 2017)

This FIRST AMENDMENT TO WAIVER AGREEMENT (as it may be amended, supplemented, extended or renewed from time to time, this "Amendment") is entered into as of December 30, 2016 by and among RUBY TUESDAY, INC., a Georgia corporation ("Guarantor"), whose address is 150 West Church Avenue, Maryville, Tennessee 37801, the borrowers listed on the signature page hereto (each, a "Borrower" and, collectively, "Borrowers"), each of whose address is 150 West Church Avenue, Maryville, Tennessee 37801, and FIRST TENNESSEE BANK, N.A. ("Lender"), whose address is 17851 N. 85th Street, Suite 155, Scottsdale, Arizona 85255.

Marlin Midstream Partners Lp – Azure Midstream Partners, Lp Limited Duration Waiver Agreement (December 20th, 2016)

This Limited Duration Waiver Agreement (this Agreement) dated as of December 16, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the Effective Date), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the Borrower), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the Administrative Agent) for the Lenders, as issuing lender (in such capacity, an Issuing Lender) and as swingline lender (in such capacity, the Swingline Lender).

KLR Energy Acquisition Corp. – Waiver Agreement (December 20th, 2016)

This Waiver Agreement (this Waiver) is entered into as of December 20, 2016 by and between KLR Energy Sponsor, LLC, a Delaware limited liability company (KLR Sponsor) and KLR Energy Acquisition Corp., a Delaware corporation (the Company).

KLR Energy Acquisition Corp. – Waiver Agreement (December 20th, 2016)

This Waiver Agreement (this Waiver) is entered into as of December 20, 2016 by and between KLR Energy Sponsor, LLC, a Delaware limited liability company (KLR Sponsor) and KLR Energy Acquisition Corp., a Delaware corporation (the Company).

Hms Income Fund, Inc. – Fourth Quarter 2016 Conditional Income Incentive Fee Waiver Agreement (December 14th, 2016)

This Fourth Quarter 2016 Conditional Income Incentive Fee Waiver Agreement (the "Agreement"), dated as of December 13, 2016, is made by and among HMS Income Fund, Inc. (the "Company"), HMS Adviser LP ("HMS Adviser") and MSC Adviser I, LLC (the "Sub-Adviser," together with HMS Adviser, the "Advisers," and, collectively with the Company, the "Parties").

Marlin Midstream Partners Lp – Azure Midstream Partners, Lp Limited Duration Waiver Agreement (December 5th, 2016)

This Limited Duration Waiver Agreement (this Agreement) dated as of November 30, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the Effective Date), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the Borrower), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the Administrative Agent) for the Lenders, as issuing lender (in such capacity, an Issuing Lender) and as swingline lender (in such capacity, the Swingline Lender).

Atlas Resource Partners L.P. C – Forbearance and Waiver Agreement (November 21st, 2016)

This FORBEARANCE AND WAIVER AGREEMENT (this "Agreement"), dated as of July 25, 2016 (the "Agreement Effective Date"), is among Atlas Resources, LLC, a limited liability company formed under the laws of the State of Pennsylvania (the "Master General Partner"), each of the undersigned participating partnerships (the "Participating Partnerships"; together with the Master General Partner, the "Obligors"), each of the Hedge Providers that is a signatory hereto, and Wells Fargo Bank, National Association, as collateral agent for the Secured Parties (in such capacity, together with its successors, the "Collateral Agent").

Royal Hawaiian Orchards Lp – Waiver Agreement (November 14th, 2016)

This Waiver Agreement dated as of November 9, 2016 (this "Agreement"), is made by and among American AgCredit, PCA, in its capacity as agent under the Credit Agreement referred to below (in such capacity, "Agent"), the "Lenders" under and as defined in such Credit Agreement, Royal Hawaiian Orchards, L.P., a Delaware limited partnership ("RHO"), Royal Hawaiian Services, LLC, a Hawaii limited liability company ("RHS"), and Royal Hawaiian Macadamia Nut, Inc., a Hawaii corporation ("RHMN" and, together with RHO and RHS, collectively "Borrowers" and each, a "Borrower" and, together with any other "Credit Party" under and as defined in the Credit Agreement, the "Credit Parties"), and RHO, as Borrower Representative, with reference to the following:

AdvancePierre Foods Holdings, Inc. – Waiver Agreement (November 10th, 2016)

THIS WAIVER AGREEMENT (this Agreement) is entered into on October 26, 2016, by and between AdvancePierre Foods, Inc. (the Company) and John Simons (the Executive).

New York REIT, Inc. – Waiver Agreement (November 9th, 2016)

THIS WAIVER AGREEMENT (this "Agreement"), dated as of November 8, 2016, which shall only be deemed effective as of the Effective Date (as hereinafter defined), is entered into by and among NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Borrower"), NEW YORK REIT, INC., a Maryland corporation (the "REIT"), CAPITAL ONE, NATIONAL ASSOCIATION, as administrative agent for the Lenders (as defined below) (in such capacity, the "Administrative Agent"), and each Lender that has executed this Waiver Agreement.

Marlin Midstream Partners Lp – Azure Midstream Partners, Lp Limited Duration Waiver Agreement (November 2nd, 2016)

This Limited Duration Waiver Agreement (this "Agreement") dated as of October 28, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the "Effective Date"), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the "Borrower"), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders, as issuing lender (in such capacity, an "Issuing Lender") and as swingline lender (in such capacity, the "Swingline Lender").

Hms Income Fund, Inc. – Third Quarter 2016 Conditional Income Incentive Fee Waiver Agreement (October 11th, 2016)

This Third Quarter 2016 Conditional Income Incentive Fee Waiver Agreement (the "Agreement"), dated as of October 7, 2016, is made by and among HMS Income Fund, Inc. (the "Company"), HMS Adviser LP ("HMS Adviser") and MSC Adviser I, LLC (the "Sub-Adviser," together with HMS Adviser, the "Advisers," and, collectively with the Company, the "Parties").

Bain Capital Specialty Finance, Inc. – Form of Advisory Fee Waiver Agreement Bain Capital Specialty Finance, Inc. (October 6th, 2016)

THIS AGREEMENT is hereby made as of October [ ], 2016 (the "Agreement") between Bain Capital Specialty Finance, Inc., a Delaware corporation (the "Company"), and BCSF Advisors, LP, a Delaware limited partnership (the "Advisor").

Marlin Midstream Partners Lp – Azure Midstream Partners, Lp Limited Duration Waiver Agreement (September 29th, 2016)

This Limited Duration Waiver Agreement (this Agreement) dated as of September 27, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the Effective Date), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the Borrower), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the Administrative Agent) for the Lenders, as issuing lender (in such capacity, an Issuing Lender) and as swingline lender (in such capacity, the Swingline Lender).

Form of Executed Waiver Agreement (August 22nd, 2016)

WAIVER AGREEMENT, dated as of August 19, 2016 (this "Agreement"), by and between RLJ Entertainment, Inc., a Nevada corporation (the "Company"), and the individual or entity named herein on Schedule A hereto (the "Holder").

Form of Executed Waiver Agreement (August 22nd, 2016)

WAIVER AGREEMENT, dated as of August 19, 2016 (this "Agreement"), by and between RLJ Entertainment, Inc., a Nevada corporation (the "Company"), and the individual or entity named herein on Schedule A hereto (the "Holder").