Amendments; Waivers definition

Amendments; Waivers. Except with respect to the Amended and Restated Security Agreement dated May 8, 2015 as further amended pursuant to the Second Amended and Restated Security Agreement dated March __, 2016, no provision of this Agreement nor any other Transaction Document may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers holding at least a majority in interest (“Majority in Interest”) of the component of the affected Securities then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement nor any other Transaction Document shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement thereof, nor shall any delay or omission of any party to exercise any right thereunder in any manner impair the exercise of any such right. For purposes of determining a Majority in Interest with respect to the Notes issued on December 23, 2014, May 8, 2015, June 11, 2015 and November 6, 2015 (collectively, Prior Notes”), the holders of Prior Notes and Proposed Offering Notes (as defined in the Third Amendment Waiver and Consent) shall be aggregated. A Majority in Interest with respect to the Second Amended and Restated Security Agreement shall mean a majority based on the aggregate of the Prior Purchasers of December 23, 2014, May 8, 2015, June 11, 2015 and November 6, 2015 and Proposed Offering Purchasers.”
Sample 1
Amendments; Waivers. The provisions of the Notes may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Company and the holders of not less than 50% in principal amount of the Notes.
Sample 1

Examples of Amendments; Waivers in a sentence

  • None of the terms or conditions of this Amendment may be changed, modified, waived or cancelled orally or otherwise, except in writing and in accordance with Section 12.5 of the Credit Agreement (Amendments, Waivers and Consents).

  • Section 6.1 Governing Law; Jurisdiction; Venue; Waiver of Jury Trial 6 Section 6.2 Specific Performance 7 Section 6.3 Stockholder Capacity 7 Section 6.4 No Ownership Interest 7 Section 6.5 Assignment; No Third Party Beneficiaries 7 Section 6.6 Amendments, Waivers, etc.

  • Pursuant to Section 11.1(a) (Amendments, Waivers, Etc.) of the Credit Agreement, the undersigned Lender hereby consents to the terms and provisions of the Amendment and authorizes the Administrative Agent to execute and deliver such Amendment on its behalf.

  • None of the terms or conditions of this Amendment may be changed, modified, waived or cancelled orally or otherwise, except in writing and in accordance with Section 12.5 (Amendments, Waivers and Consents) of the Credit Agreement.

  • If there is any conflict between this Agreement and the incorporated Common Terms or clause 24 (Consents, Amendments, Waivers and Modifications) of the Framework Agreement, such incorporated Common Terms and clause 24 (Consents, Amendments, Waivers and Modifications) of the Framework Agreement shall prevail.

  • None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 11.1 (Amendments, Waivers, Etc.) of the Credit Agreement.

  • Amendments, Waivers and Supplemental Indentures Without Consent of Holders 68 SECTION 9.02.

  • Amendments, Waivers and Supplemental Indentures Without Consent of Holders 66 SECTION 9.02.

  • If the Issuer Security is being enforced pursuant to paragraph 10.1 (Enforcement Instructions), the Issuer Security Trustee shall enforce the Issuer Security in such manner (including, without limitation, the selection of any administrator of the Issuer to be appointed by the Issuer Security Trustee acting pursuant to and in accordance with Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee)).

  • It shall not consolidate or merge with any other person or convey, transfer or assign its properties or assets substantially as an entirety to any other person (other than with the prior written consent of the Issuer Security Trustee given in accordance with Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee).

Related to Amendments; Waivers

  • Mortgage Amendments as defined in Section 6.11(a).

  • Supplemental Agreements means the First Supplemental Agreement, the Second Supplemental Agreement, the Third Supplemental Agreement, the Fourth Supplemental Agreement, the Fifth Supplemental Agreement and the Sixth Supplemental Agreement.

  • Amendments are any changes that are not specifically covered by the terms and conditions of the Centralized Contract, but inclusion is found to be in the best interest of the State. A request to change a contractual term and condition is an example of an amendment.

  • Permitted Amendments has the meaning specified in Section 10.01.

  • Pledge Amendment shall have the meaning assigned to such term in Section 5.1 hereof.

  • ESG Amendment has the meaning specified in Section 2.18.

  • Joinder Agreements means for each Subsidiary, a completed and executed Joinder Agreement in substantially the form attached hereto as Exhibit G.

  • Proposed Amendments means any consequential or related amendments to certain terms of the Note Standard Conditions (as defined in the Note Programme Memorandum), the Series Specific Provisions (as defined in the Standard Interpretation Provision (being Clause 1 of the Standard Provisions Document)), as set out in the Note Issue Supplement in relation to the Series Portfolio Services Agreement and the Series Liquidity Facility Agreement, the Series Mortgage LIBOR Hedge Agreement, the Series Currency A2b Hedge Agreement, the Series Currency Bb Hedge Agreement, the Series Currency Cb Hedge Agreement and the Series Currency Db Hedge Agreement (each as defined in the Note Issue Supplement), to effect the transition from LIBOR to Compounded Daily SONIA as more fully described in the Amendment Deed; and 11. agree that capitalised terms in this document where not defined herein shall have the meanings given to them in the Consent Solicitation Memorandum (a copy of which is available for inspection as referred to in the Notice)." In Respect of the EUR 22,900,000 Class Db Notes due March 2039

  • Restatement Agreement means the Restatement Agreement to the Existing Credit Agreement, dated as of July 17, 2015, by and among the Borrower, the other Loan Parties, the Administrative Agent, the Lenders party thereto and the other parties thereto.

  • Restricted Amendment means the following: (A) an amendment of Specification 1, (B) except to the extent addressed in Section 2.10 hereof, an amendment that specifies the price charged by Registry Operator to registrars for domain name registrations, (C) an amendment to the definition of Registry Services as set forth in the first paragraph of Section 2.1 of Specification 6, or (D) an amendment to the length of the Term.

  • Mortgage Amendment means an amendment to an Existing Mortgage or an amendment and restatement of an Existing Mortgage, in each case in form and substance reasonably acceptable to the Collateral Agent.

  • L/C Amendment Application means an application form for amendment of outstanding standby or commercial documentary letters of credit as shall at any time be in use at the Issuing Bank, as the Issuing Bank shall request.

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • Amendment No. 8 Effective Date has the meaning assigned to such term in Amendment No. 8.

  • Addendum / Amendment means any written amendment / addendum /corrigendum to this RFP, from time to time issued by NMRC to the prospective bidders

  • Amendment Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Bilateral Agreement means the Canada-Ontario Integrated Bilateral Agreement for the Investing in Canada Infrastructure Program entered into between Canada and Her Majesty the Queen in right of Ontario, effective as of March 26, 2018, as amended.

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents and contractors shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per covered repair benefit limit set out above; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, including those caused by any fault, failure, delay or defect in providing services under this Service Agreement, and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state. Arbitration: YOU, NAW AND HOMESERVE ALL AGREE TO RESOLVE DISPUTES ONLY BY FINAL AND BINDING ARBITRATION OR IN SMALL CLAIMS COURT as follows:

  • Benchmark Amendments has the meaning given to it in Condition 5.2(f)(iv); "Benchmark Event" means:

  • Amendment No. 1 Effective Date has the meaning specified in Amendment No. 1.

  • Permitted Policy Amendment is an amendment, modification, termination or restatement of the Investment Policies, that is either (a) approved in writing by the Administrative Agent (with the consent of the Required Lenders), (b) required by applicable law or Governmental Authority, or (c) not material.

  • Amendment No. 7 Effective Date has the meaning assigned to such term in Amendment No. 7.

  • Amendment No. 3 Effective Date has the meaning specified in Amendment No. 3.

  • Loan Modification Agreement means a Loan Modification Agreement, in form reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Accepting Lenders, effecting one or more Permitted Amendments and such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.24.

  • Amendment and Restatement Agreement means the Amendment and Restatement Agreement, dated as of January 29, 2016, among the Borrowers, the Lenders party thereto and the Administrative Agent.

  • Security Joinder Agreement means each Security Joinder Agreement, substantially in the form thereof attached to the Security Agreement, executed and delivered by a Guarantor or any other Person to the Administrative Agent pursuant to Section 6.12 or otherwise.