EXHIBIT 10.45 WAIVER AND AMENDMENT WAIVER AND AMENDMENT, dated as of March 15, 2002 (this "Waiver"), under (i) the Guarantee (the "2000B Guarantee") and the Credit Agreement (the "2000B Credit Agreement"), as defined in the Participation Agreement,...Waiver and Amendment • March 31st, 2003 • Hanover Compressor Co / • Services-equipment rental & leasing, nec • New York
WAIVER AND AMENDMENT Dated as of December 29, 2004Waiver and Amendment • January 5th, 2005 • Hei Inc • Semiconductors & related devices
Reference is made to that certain Term Loan Agreement (the “Loan Agreement”), dated October 14, 2003, and amended effective as of November 30, 2004, by and between HEI Inc., a Minnesota corporation (the “Borrower”) and Commerce Bank, a Minnesota banking corporation (the “Lender”).
Waiver and AmendmentWaiver and Amendment • October 14th, 2022 • Novo Integrated Sciences, Inc. • Engines & turbines
This Waiver and Amendment (this “Waiver”), dated as of the date first set forth above (the “Waiver Date”), is entered into by and between Novo Integrated Sciences, Inc., a Nevada corporation (the “Company”) and Hudson Bay Master Fund Ltd. (the “Holder”). The Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”
WAIVER AND AMENDMENTWaiver and Amendment • January 27th, 2006 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York
WAIVER AND AMENDMENTWaiver and Amendment • March 12th, 2007 • Methode Electronics Inc • Electronic connectors • Illinois
This WAIVER AND AMENDMENT(“Waiver”) is entered into as of February 28, 2007, among METHODE ELECTRONICS, INC., a Delaware (the “Borrower”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, and L/C Issuer.
WAIVER AND AMENDMENTWaiver and Amendment • December 2nd, 2019 • Aytu Bioscience, Inc • Pharmaceutical preparations
This Waiver and Amendment (this “Waiver”) is made effective as of November 29, 2019, by and between Acerus Pharmaceuticals Corporation, a Canadian corporation, having offices at 2486 Dunwin Drive, Mississauga, ON L5L IJ9, Canada (“Acerus”), and Aytu Bioscience, Inc., Delaware corporation, having offices at 373 Inverness Parkway, Suite 206, Englewood, CO 80112 (“Aytu”). Reference is made herein to the Amended and Restated License and Supply Agreement, dated as of July 29, 2019 (the “Agreement”), by and between Acerus and Aytu. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.
WAIVER AND AMENDMENTWaiver and Amendment • May 10th, 2007 • Rackable Systems, Inc. • Electronic computers • California
WAIVER AND AMENDMENT, dated as of March 31, 2007, to that certain Loan Agreement, dated as of September 29, 2006 (the “Closing Date”) (the “Loan Agreement”), between RACKABLE SYSTEMS, INC., a corporation organized under the laws of the State of Delaware (“Borrower”), and HSBC Bank USA, National Association a bank organized under the laws of the United States (“Bank”).
WAIVER AND AMENDMENT TO FEE AGREEMENTWaiver and Amendment • January 3rd, 2006
On November 2, 2004, voters in the State of Florida approved The Medical Liability Claimant’s Compensation Amendment which was identified as Amendment 3 on the ballot. The summary included on the ballot and the complete amendment are below:
WAIVER AND AMENDMENT Dated as of January 12, 2007Waiver and Amendment • January 16th, 2007 • Hei Inc • Semiconductors & related devices
Reference is made to that certain Term Loan Agreement (the “Loan Agreement”), dated October 28, 2003, by and between HEI Inc., a Minnesota corporation (the “Borrower”) and Commerce Financial Group, Inc., a Minnesota corporation (the “Lender”), as amended by those certain Waiver and Amendment agreements dated as of November 30, 2004 and May 27, 2006, between Borrower and Lender; and that certain Promissory Note (the “Promissory Note”), dated October 28, 2003, made by the Borrower in favor of the Lender.
Waiver and Amendment to License AgreementWaiver and Amendment • April 9th, 2014 • Immune Pharmaceuticals Inc • Pharmaceutical preparations
DALHOUSIE UNIVERSITY (“Licensor”) and IMMUNE PHARMACEUTICALS INC. (formerly, EPICEPT CORPORATION) (“Licensee”) agree as follows:
ContractWaiver and Amendment • March 10th, 2004 • On Semiconductor Corp • Semiconductors & related devices • New York
WAIVER AND AMENDMENT (this “Amendment”) dated as of January 16, 2004 to the Credit Agreement dated as of August 4, 1999, as amended and restated as of November 25, 2003 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among ON SEMICONDUCTOR CORPORATION (formerly known as SCG HOLDING CORPORATION, “Holdings”), SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC (the “Borrower”), the LENDERS party thereto, and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as administrative agent.
WAIVER AND AMENDMENT Dated as of January 12, 2007Waiver and Amendment • January 16th, 2007 • Hei Inc • Semiconductors & related devices
Reference is made to that certain Term Loan Agreement (the “Loan Agreement”), dated October 28, 2003, by and between HEI Inc., a Minnesota corporation (the “Borrower”) and Commerce Bank, a Minnesota banking corporation (the “Lender”), as amended by those certain Waiver and Amendment agreements dated as of November 30, 2004 and May 26, 2006, between Borrower and Lender; and that certain Promissory Note (the “Promissory Note”), dated October 28, 2003, made by the Borrower in favor of the Lender.
WAIVER AND AMENDMENTWaiver and Amendment • May 6th, 2003 • Zenith National Insurance Corp • Fire, marine & casualty insurance • California
THIS WAIVER AND AMENDMENT (this "Waiver and Amendment") is entered into as of March 19, 2003, between ZENITH NATIONAL INSURANCE CORP., a Delaware corporation (the "Company"), and BANK OF AMERICA, N.A., a national banking association (the "Bank").
WAIVER AND AMENDMENTWaiver and Amendment • June 9th, 2022 • MusclePharm Corp • Pharmaceutical preparations • New York
This Waiver and Amendment dated as of June 3, 2022 (the “Agreement”) is by and between MusclePharm Corporation, a Nevada corporation (the “Company”), and the undersigned, a Purchaser (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in that certain (i) Securities Purchase Agreement (the “SPA”) dated as of October 13, 2021 by and among the Company and each purchaser identified on the signature pages thereto (each, a “Purchaser” and collectively, the “Purchasers”); (ii) Pledge and Security Agreement (the “Security Agreement”) dated as of October 13, 2021 by the Company and each Subsidiary of the Company listed on the signature pages thereto in favor of Empery Tax Efficient, LP, in its capacity as collateral agent for the Purchasers; (iii) Original Issue Discount Senior Secured Notes (the “October Notes”) dated as of October 13, 2021 issued by the Company to each Purchaser; and (iv) the Common Stock P
WAIVER AND AMENDMENTWaiver and Amendment • October 2nd, 2013 • American Media Inc • Newspapers: publishing or publishing & printing • New York
WAIVER AND AMENDMENT (this “Amendment”), dated as of October 2, 2013, among AMERICAN MEDIA, INC., a Delaware corporation (the “Company”), the subsidiaries of the Company listed on Schedule I hereto (each a guarantor of the Company’s obligations under the Notes (as defined below) and collectively referred to herein as the “Guarantors”) and Chatham Asset Management, LLC (“CAM”) and Omega Charitable Partnership, L.P. (the “Omega Holder”). The holders of the Notes previously identified to the Company that are affiliated with CAM are referred to in this Agreement, collectively, as the “Chatham Holders”. Each Chatham Holder and the Omega Holder is referred to herein as a “Holder” and, collectively, as the “Majority Holders”. References in this Agreement to the Chatham Holders shall be deemed to include CAM, as such Holder’s duly authorized representative, for purposes of fulfilling the Chatham Holders’ obligations hereunder.
WAIVER AND AMENDMENT Dated as of November 30, 2004Waiver and Amendment • December 9th, 2004 • Hei Inc • Semiconductors & related devices
Reference is made to that certain Term Loan Agreement (the “Loan Agreement”), dated October 14, 2003, by and between HEI Inc., a Minnesota corporation (the “Borrower”) and Commerce Bank, a Minnesota banking corporation (the “Lender”) and that certain Promissory Note (the “Promissory Note”), dated October 14, 2003, made by the Borrower in favor of the Lender.
WAIVER AND AMENDMENTWaiver and Amendment • February 9th, 2005 • ECC Capital CORP • Real estate investment trusts • New York
WAIVER AND AMENDMENT, dated as of January 20, 2005 (“Waiver and Amendment”), to the Master Repurchase Agreement, dated as of June 30, 2004, as amended by Amendment No. 1, dated as of November 10, 2004, and Amendment No. 2, dated as of January 13, 2005 (collectively, the “Repurchase Agreement”), each between IXIS REAL ESTATE CAPITAL INC. (“Buyer”) and ENCORE CREDIT CORP. (“Seller”).
WAIVER AND AMENDMENTWaiver and Amendment • October 19th, 2021 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • New York
This WAIVER AND AMENDMENT (this “Agreement”) is made and entered into as of October 19, 2021, by and among OYSTER POINT PHARMA, INC., a Delaware corporation (the “Borrower”), the lenders party hereto (the “Majority Lenders”) and ORBIMED ROYALTY & CREDIT OPPORTUNITIES III, LP, as administrative agent for the Lenders (as defined below) (in such capacity, the “Agent”).
WAIVER AND AMENDMENTWaiver and Amendment • August 10th, 2006 • Infinity Energy Resources, Inc • Oil & gas field services, nec • New York
THIS WAIVER AND AMENDMENT (this “Amendment”) is made as of August 9, 2006, among Infinity Energy Resources, Inc., a Delaware corporation (including as successor to Infinity, Inc., “Infinity”), HFTP Investment L.L.C. (“HFTP”), Gaia Offshore Master Fund, Ltd. (“Gaia”), AG Offshore Convertibles, Ltd. (“AG Offshore”), Leonardo, L.P. (“Leonardo”) and Portside Growth & Opportunity Fund (“Portside” and collectively with HFTP, Gaia and AG Offshore, the “Buyers”), and Consolidated Oil Well Services, Inc., a Kansas corporation and wholly-owned subsidiary of Infinity (“Consolidated”), CIS-Oklahoma, Inc., a Kansas corporation and wholly-owned subsidiary of Infinity (“CIS”), Infinity Oil & Gas of Wyoming, Inc., a Wyoming corporation and wholly-owned subsidiary of Infinity (“Infinity-Wyoming”), Infinity Oil & Gas of Kansas, a Kansas corporation and wholly-owned subsidiary of Infinity (“Infinity-Kansas”), and Infinity Oil and Gas of Texas, Inc., a Delaware corporation and wholly-owned subsidiary of I
WAIVER AND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONWaiver and Amendment • May 2nd, 2022 • Sema4 Holdings Corp. • Services-health services
This WAIVER AND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), is made and entered into as of April 29, 2022, by and between Sema4 Holdings Corp., a Delaware corporation (“Acquirer”) and OPKO Health, Inc., a Delaware corporation (“Seller”). Capitalized terms not otherwise defined in this Amendment shall have the respective meanings given to them in the Merger Agreement.
RECITALS:Waiver and Amendment • June 12th, 2006 • Swiss Medica Inc • Pharmaceutical preparations • New Jersey
Waiver and AmendmentWaiver and Amendment • April 7th, 2004 • Epresence Inc • Services-computer integrated systems design
WAIVER AND AMENDMENTWaiver and Amendment • May 2nd, 2016 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Waiver and Amendment (“Waiver”) is entered into as of May 1, 2016, by and between Axion Power International, 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 November 5, 2015, as amended (the “SPA”; all capitalized terms used and not defined herein are used as defined in the Notes (as defined in the SPA)) with reference to the following facts:
WAIVER AND AMENDMENTWaiver and Amendment • June 21st, 2022 • FirstService Corp • Real estate • New York
This WAIVER AND AMENDMENT, dated as of April 18, 2019 and made effective as at and from such date (this “Waiver and Amendment”), is among FIRSTSERVICE CORPORATION, a company incorporated under the laws of Ontario, Canada (together with its successors and assigns, the “Company”) and the Noteholders (as such term is defined below).
WAIVER AND AMENDMENTWaiver and Amendment • March 31st, 2014 • World Energy Solutions, Inc. • Services-business services, nec • Massachusetts
This WAIVER AND AMENDMENT (this “Amendment”), is entered into as of March 27, 2014 (subject to the satisfaction of the conditions set forth in Section 4 below, the “Effective Date”), by and between World Energy Solutions, Inc., a Delaware corporation (the “Company”), and Massachusetts Capital Resource Company (the “Purchaser”).
WAIVER AND AMENDMENTWaiver and Amendment • April 27th, 2010 • Premier Power Renewable Energy, Inc. • Electric & other services combined
This WAIVER AND AMENDMENT (hereinafter, the “Waiver and Amendment”) is made and entered into as of April 24, 2010 by and among Premier Power Renewable Energy, Inc., a Delaware corporation organized under the laws of the State of Delaware (“PPRW”), Rupinvest Sarl, a corporation duly organized and existing under the laws of the country of Luxembourg (“Rupinvest”), Esdras Ltd., a corporation duly organized and existing under the laws of Cyprus (“Esdras”), and Capita Trust Company Limited, a private limited company incorporated in England and Wales with registered number 00239726 (the “Escrow Agent”). PPRW, Rupinvest, Esdras, and the Escrow Agent may collectively be referred to hereafter as the “Parties.”
WAIVER AND AMENDMENT TO DEBENTURES AND WARRANTSWaiver and Amendment • March 7th, 2003 • Earthshell Corp • Paperboard containers & boxes
This Waiver and Amendment (this “Waiver and Amendment”) to Debentures and Warrants is entered into and dated as of March 5, 2003, among EarthShell Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
WAIVER AND AMENDMENTWaiver and Amendment • October 29th, 2003 • Zenith National Insurance Corp • Fire, marine & casualty insurance • California
THIS WAIVER AND AMENDMENT (this "Waiver and Amendment") is entered into as of September 5, 2003, between ZENITH NATIONAL INSURANCE CORP., a Delaware corporation (the "Company"), and BANK OF AMERICA, N.A., a national banking association (the "Bank").
WAIVER AND AMENDMENTWaiver and Amendment • May 12th, 2020 • Tocagen Inc • Pharmaceutical preparations • Delaware
This Waiver and Amendment (this “Waiver and Amendment”) is entered into on May 11, 2020 by and among Tocagen Inc., a Delaware corporation (“Parent”), Telluride Merger Sub, Inc. a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Forte Biosciences, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company is a “Party,” and collectively, the “Parties.” Capitalized terms used but not otherwise defined in this Waiver and Amendment will have the same meanings ascribed to such terms in the Merger Agreement (as defined below).
WAIVER AND AMENDMENTWaiver and Amendment • July 3rd, 2007 • Furniture Brands International Inc • Household furniture • New York
THIS WAIVER AND AMENDMENT (this “Waiver”) is entered into as of June 29, 2007 by and among FURNITURE BRANDS INTERNATIONAL, INC., a Delaware corporation (“Furniture Brands”), BROYHILL FURNITURE INDUSTRIES, INC., a North Carolina corporation (“Broyhill”), HDM FURNITURE INDUSTRIES, INC., a Delaware corporation (“HDM”), LANE FURNITURE INDUSTRIES, INC., a Mississippi corporation (“Lane”), THOMASVILLE FURNITURE INDUSTRIES, INC., a Delaware corporation (“Thomasville”, and, together with Furniture Brands, HDM, Broyhill and Lane, each a “Borrower,” and, collectively, the “Borrowers”), the Lenders party to the Credit Agreement, and JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent (the “Administrative Agent”).
August 2015 wAIVER AND AMENDMENTWaiver and Amendment • August 19th, 2015 • GreenHunter Resources, Inc. • Industrial organic chemicals • New York
THIS AUGUST 2015 WAIVER AND AMENDMENT (this “Agreement”) is made as of August 13, 2015, among GreenHunter Resources, Inc., a Delaware corporation (the “Company”), the Purchasers party hereto (each a “Purchaser” and, collectively, the “Purchasers”) and BAM Administrative Services LLC, a Delaware limited liability company, as agent for each Purchaser (the “Agent” and, together with the Purchasers, the “Creditor Parties”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
WAIVER AND AMENDMENTWaiver and Amendment • August 9th, 2016 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Waiver and Amendment (“Waiver”) is entered into as of August ___, 2016, by and between Axion Power International, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”), which is one of the investors listed on the Schedule of Holders (“Schedule of Holders”) attached to that certain Securities Purchase Agreement between the Company and all of the investors listed on the Schedule of Holders (the “Holders”) dated November 5, 2015, as amended (the “SPA”; all capitalized terms used and not defined herein are used as defined in the Notes (as defined in the SPA)) with reference to the following facts:
WAIVER AND AMENDMENT Dated as of May 27, 2006Waiver and Amendment • June 22nd, 2006 • Hei Inc • Semiconductors & related devices
Reference is made to that certain Term Loan Agreement (the “Loan Agreement”), dated October 28, 2003, by and between HEI Inc., a Minnesota corporation (the “Borrower”) and Commerce Bank, a Minnesota banking corporation (the “Lender”), as amended by the certain Waiver and Amendment dated as of November 30, 2003, between Borrower and Lender; and that certain Promissory Note (the “Promissory Note”), dated October 28, 2003, made by the Borrower in favor of the Lender.
WAIVER AND AMENDMENTWaiver and Amendment • December 2nd, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS WAIVER AND AMENDMENT (this “Amendment”) is entered into as of December 1, 2005, by and among Galaxy Energy Corporation, a Colorado corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto (collectively, the “Investors”).
WAIVER AND AMENDMENTWaiver and Amendment • November 16th, 2006 • Interlink Global Corp • Telephone communications (no radiotelephone) • New York
THIS WAIVER AND AMENDMENT ("Waiver") is made and entered into as of this ___th day of September 2006, by and among InterLink Global Corporation, a Nevada corporation (the "Company"), and the undersigned lenders pursuant to the Notes (as defined below).
