Waiver Contract Clauses (8,301)

Waiver. Any failure to exercise or delay in exercising any right, power or privilege herein contained, or any failure or delay at any time to require the other party's performance of any obligation under this Agreement, shall not affect the right to subsequently exercise that right, power or privilege, or to require performance of that obligation. A waiver of any of the provisions of this Agreement shall not be deemed, nor shall it constitute, a waiver of any other provision, whether or not similar, nor... shall any waiver constitute a continuing waiver. View More

Waiver. To the extent that GKF fails or chooses not to pursue any of its remedies under this Agreement or pursuant to applicable law, such shall not prejudice GKF's rights to pursue any of those remedies at any future time and shall not constitute a waiver of GKF's rights.

Waiver. Subject to the satisfaction of the conditions set forth in Section 7 hereof, the Noteholders hereby waive (the "Waivers") the Events of Default occurring under (a) Section 11(d) of the Existing Note Purchase Agreement resulting from the Company failing to set forth the correct information required in order to establish whether the Company was in compliance with the requirements of Section 10.8 for the fiscal year ended December 31, 2014 in violation of Section 7.2(a) of the Existing Note Purchas...e Agreement, (b) Section 11(e) of the Existing Note Purchase Agreement resulting from the Company setting forth incorrect information in the officer's certificate provided to the Noteholders pursuant to Section 7.2(a) of the Existing Note Purchase Agreement for the fiscal year ended December 31, 2014, (c) Section 11(c) of the Existing Note Purchase Agreement resulting from the Company failing to provide notice within five days of a Responsible Officer becoming aware of the existence of the Event of Default referenced in clauses (a) and (b) above in violation of Section 7.1(d) of the Existing Note Purchase Agreement, (d) Section 11(f) of the Existing Note Purchase Agreement resulting from the Company being in default in the performance of analogous provisions set forth in clause (a), (b) and (c) above under each of the Existing Note Agreements (as defined below) and (e) Section 11(f) of the Existing Note Purchase Agreement resulting from the Company being in default under the Bank Credit Agreement as a result of the defaults specified in this Section 5. The Waivers contained herein shall not extend beyond the terms expressly set forth herein, nor shall the Waivers impair any right or power accruing to any Noteholder with respect to any other Default or Event of Default that occurs after the date hereof. Nothing contained herein shall be deemed to imply any willingness of any Noteholder to agree to, or otherwise prejudice any rights of such Noteholder with respect to, any similar waiver that may be requested by the Company. View More

Waiver. A waiver by any party hereto of any condition or of the breach of any term, covenant, representation or warranty contained in this Agreement whether by conduct or otherwise, in any one or more instances, shall not be deemed or construed as a further or continuing waiver of any such condition or of the breach of any other term, covenant, representation or warranty set forth in this Agreement.

Waiver. No waiver by any party of any default with respect to any provision, condition or requirement of this Warrant shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in wr...iting signed by the Company and the Required Interest; provided however that no such change, waiver, discharge or termination that would treat the Holder of this Warrant in a discriminatory manner may be made without the prior written consent of the Holder of this Warrant. View More

Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver.

Waiver. In reliance upon the representations and warranties of the Borrowers set forth in Section 4 below and subject to the conditions to effectiveness set forth in Section 3 below, the Lenders and Agent hereby waive the requirement in clause (b) of the definition of "Bridge Loan Payment Conditions", which, pursuant to Section 6.6(a)(ii) of the Credit Agreement, must be satisfied before the Loan Parties can make any payment on account of the Bridge Loan; provided, that nothing contained herein shall in... any way waive, release, modify or limit the Borrowers' obligation to otherwise comply with the requirements of the Credit Agreement or any Loan Document. This is a limited waiver and shall not be deemed to constitute a waiver of any other term or requirement under the Credit Agreement or any of the Loan Documents. View More

Waiver. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege... with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 19 16. Arbitration. Except as provided in Sections 6.6 and 17, Executive and the Company agree that any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Executive's employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in [Miami, Florida], before a sole arbitrator (the "Arbitrator") selected from the American Arbitration Association, as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief may, but need not, be sought by either party to this Agreement in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement or Executive's employment. The parties agree that the Company shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee, but that each party shall bear its own attorneys fees and other expenses. View More

Waiver. This Amendment shall not be deemed or construed in any manner as a waiver by the Lender of any claims, Proceedings, defaults, Events of Default, breaches or misrepresentations by the Borrowers under the Credit Agreement, any other Loan Documents, or any of Lender's rights or remedies in connection therewith. 8 20. Execution. This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Amendment. In the event that any sign...ature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or ".pdf" signature page was an original thereof. View More

Waiver. The failure of any party hereto at any time or times to require performance of any provision hereof shall in no manner affect the right of such party at a later time to enforce the same. No waiver by any party of the breach of any term or covenant contained in this Plan, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this ...Plan. View More