Waiver Contract Clauses (8,301)

Waiver. Borrower and any endorsers or guarantors hereof severally waive presentment and demand for payment, notice of intent to accelerate maturity, protest or notice of protest and non-payment, bringing of suit and diligence in taking any action to collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment hereunder, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and consent to the acceptance of further s...ecurity or the release of any security for this Note, all without in any way affecting the liability of Borrower and any endorsers or guarantors hereof. No extension of time for the payment of this Note, or any installment thereof, made by agreement by Lender with any person now or hereafter liable for the payment of this Note, shall affect the original liability under this Note of the undersigned, even if the undersigned is not a party to such agreement. TERM NOTE Page 3 $2,100,000.00 January 18, 2019 Due Date: June 17, 2020 Minnetonka, Minnesota 9. Event of Default. Any Event of Default (as defined in the Loan Agreement) shall constitute an Event of Default under this Note. Upon the occurrence of an Event of Default, in addition to any other rights or remedies Lender may have at law or in equity or under the Loan Agreement or under any other Loan Document, Lender may, at its option, without notice to Borrower, declare immediately due and payable the entire unpaid principal sum hereof, together with all accrued and unpaid interest thereon plus any other sums owing at the time of such Event of Default pursuant to this Note, the Security Agreement or any other Loan Document. The failure to exercise the foregoing or any other options shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time in respect of the same event or any other event. The acceptance by the holder of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing options at that time or at any subsequent time. View More

Waiver. A waiver by the Company of breach of any provision of the Award Agreement shall not operate or be construed as a waiver of any other provision of the Award Agreement, or of any subsequent breach by the Participant or any other Participant.26. No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Plan, or the Participant's acquisition or sale of the underlying Share...s. The Participant is hereby advised to consult with the Participant's own personal tax, legal and financial advisors regarding the Participant's participation in the Plan before taking any action related to the Plan. View More

Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

Waiver. The Maker, endorsers, sureties, guarantors and all other parties who may become liable for all or any part of this Note severally waive demand, presentment, notice of dishonor, protest, notice of protest, notice of nonpayment, notice of intent to accelerate, notice of acceleration of the maturity of this Note and consent to: (a) any and all extensions of time for any term or terms regarding any payment due under this Note, including partial payments or renewals before or after maturity; (b) chan...ges in interest rates as provided in this Note; (c) any substitutions or release of collateral; and (d) the addition, substitution or release of any party liable for payment of this Note. 5 14. Miscellaneous. All notices provided for herein shall be given in accordance with the provisions of the Loan Agreement. A. [Intentionally Omitted]. B. This Note is given to evidence an obligation incurred for business purposes and not for personal, single family residential or agricultural purposes. C. This Note may not be terminated orally, but only by a discharge in writing and signed by the party who is the owner and holder of this Note at the time enforcement of any discharge is sought. D. MAKER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE RELATED DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. MAKER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT LENDER HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS, AND THAT LENDER WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. MAKER WARRANTS AND REPRESENTS THAT MAKER HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT MAKER KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. [SIGNATURE ON NEXT PAGE] 6 Signed and delivered effective as of (but not necessarily on) the date set forth above. "MAKER" LOMAS ENCANTADAS DEVELOPMENT COMPANY, LLC, a New Mexico limited liability company By: /s/ Carey A. Plant Carey A. Plant, Vice President 7 EX-10.2 3 tv523703_ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 NON-REVOLVING LINE OF CREDIT PROMISSORY NOTE $2,475,000.00 June 17, 2019 Note #__________ Albuquerque, New Mexico FOR VALUE RECEIVED, the undersigned Lomas Encantadas Development Company, LLC, a New Mexico limited liability company ("Maker"), hereby promises to pay to the order of BOKF, NA dba Bank of Albuquerque ("Lender"), at its office located at 100 Sun Avenue NE, Suite 500, Albuquerque, New Mexico 87109, or at such other place as may be designated in writing by the holder of this Non-Revolving Line of Credit Promissory Note ("Note"), the principal sum of Two Million Four Hundred Seventy-Five Thousand and No/100 Dollars ($2,475,000.00), or so much thereof as shall be disbursed hereunder, together with interest thereon at the rates specified in this Note, payable as set forth herein. View More

Waiver. Waiver of any term of this Attachment II by the Company will not operate as a waiver of any other term of this Attachment II. A failure to enforce any provision of this Attachment II will not operate as a waiver of the Company's right to enforce any other provision of this Attachment II.

Waiver. The Agent and the Required Lenders hereby waive the violation by the Borrower of the Fixed Charge Coverage Ratio covenant set forth in Section 6.5(b) of the Credit Agreement for the quarter ending as of December 31, 2018.

Waiver. (a) The (i) Company and each Sponsor Stockholder (in respect of the other Sponsor Stockholder) hereby release each Sponsor Stockholder, from its obligations under, and waives their respective rights pursuant to, Section 2.01(g)(ii) of the Voting Agreement, and (ii) each Sponsor Stockholder hereby releases the Company from its obligations under, and waives their respective rights pursuant to, Section 2.01(g)(ii) of the Voting Agreement, solely to the extent they arise from and in connection with ...the Transaction (collectively, the "Waiver"). (b) The Company and each Sponsor Stockholder hereby agree that (i) no Sponsor Director Designee shall be required to resign from their position as a director on the Board of the Company, and (ii) no Sponsor Director Designee shall have any liability to the Company or any Sponsor Stockholder as a result of the failure of such person or their Sponsor Stockholder to take any steps that, in the absence of the Waiver, the Sponsor Director Designee or the corresponding Sponsor Stockholder would otherwise be required to take in connection with Section 2.01(g) of the Voting Agreement, in each case, solely as a result of and limited to the Transaction; provided, however, that following the Transaction, each of Thomas M. Hagerty and Ronald F. Clarke shall cease to be a Sponsor Director Designee, and shall instead continue to serve on the Board in the capacity of an ordinary member of the Board. Each Sponsor Director Designee is intended to be an express third party beneficiary of Section 1(a) and Section 1(b) of this Agreement. (c) All other provisions of the Voting Agreement (including, for the avoidance of doubt and without limitation, Section 2.01(f)), and all rights thereunder, that are not specifically waived pursuant to the Waiver, shall remain unchanged and in full force and effect. The Waiver shall be deemed a contract made under the domestic laws of the State of Delaware. The Waiver shall be binding upon and inure to the benefit of the Company, the Stockholder Sponsors and their respective successors and assigns. For the avoidance of doubt, following the Transaction, each Sponsor Shareholder shall continue to have the right to designate a Sponsor Director Designee in accordance with, and subject to the terms and limitations of, Section 2.01(f) of the Voting Agreement. View More

Waiver. The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

Waiver. Subject to the other terms and conditions of this Agreement, the Lenders hereby waive the Existing Event of Default. The above waiver shall not modify or affect the Loan Parties' obligations to comply fully with the terms of the Credit Agreement (including, for the avoidance of doubt, Section 7.02(e) thereof) or any other duty, term, condition or covenant contained in the Credit Agreement or any other duty, term, condition or covenant contained in the Credit Agreement or any other Loan Document ...in the future and is limited solely to the matters set forth in this Section 3. Nothing contained in this Agreement shall be deemed to constitute a waiver of Section 8.17 of the Credit Agreement in the future, or any other rights or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other Loan Documents or under applicable Law. View More

Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature. 4 16. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant's assigns and the legal representatives, heirs and legatees of the Participant's estate, whether or not any such person shall have... become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof. View More