A waiver clause specifies that a party's failure or delay in enforcing a contractual right or provision does not constitute a relinquishment of that right or prevent them from enforcing it in the future. This provision ensures that rights remain intact even if they are not immediately exercised.
LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT THIS LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT (this “Waiver”) dated as of July 8, 2021 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent and collateral agent (the “Agent”), in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
Representations and Warranties. The Borrower hereby represents and warrants that (i) no Default or Event of Default exists under the Credit Agreement or under any other Loan Document on and as of the date hereof (other than the Specified Events of Default subject to the Requested Waiver), and (ii) after giving effect to this Waiver, all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct, in all material respects, on and as of the date hereof, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects.
Limited Waiver. Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders party hereto hereby grant an extension to the Requested Waiver through August 10, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on August 10, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, to the extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default or Event of Default, a Default or Event of Default shall be deemed to have occurred for purposes of such provisions as a result of the Specified Events of Default notwithstanding the Requested Waiver.
4. Conditions to Effectiveness. This Waiver shall not be effective until each of the following conditions precedent has been fulfilled to the satisfaction of the Agent (at the direction of the Required Lenders): a. This Waiver shall have been duly executed and delivered by the Borrower, the other Loan Parties, the Agent, and the Required Lenders, and the Agent shall have received evidence thereof. b. The Agent shall have received a duly executed and effective Amendment to Fourth Amendment to Third Amended and Restated Credit Agreement Side Letter, dated as of the date hereof, by and among the Borrower, the Agent and the Lenders party thereto (the “Side Letter Amendment”). c. All action on the part of the Borrower and the other Loan Parties necessary for the valid execution, delivery and performance by the Borrower and the other Loan Parties of this Waiver and the other Loan Documents shall have been duly and effectively taken. d. After giving effect to this Waiver, no Default or Event of Default shall have occurred and be continuing.
Section 3.Conditions to Effectiveness of this Fourth Amendment and Waiver. This Fourth Amendment and Waiver shall become effective as of the date (such date, the “Effective Date”) upon which each of the following conditions precedent shall have been satisfied or waived:
(a)Signing of Waiver. The Administrative Agent shall have received (i) a copy of this Fourth Amendment and Waiver, duly executed and delivered by the Borrower, the Administrative Agent and the Required Lenders and (ii) a copy of the attached Acknowledgement, duly executed and delivered by each Guarantor and grantor of Collateral.
i.Amendment, Modification and Waiver. This Waiver may not be amended or modified, nor may any provision of this Waiver be waived, except pursuant to the terms and conditions of Section 10.5 of the Credit Agreement.
LIMITED WAIVER This LIMITED WAIVER (this “Waiver”), dated as of November 6, 2020, is entered into by and among NEOS THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), NEOS THERAPEUTICS COMMERCIAL, LLC, a Delaware limited liability company (“Commercial”), NEOS THERAPEUTICS BRANDS, LLC, a Delaware limited liability company (“Brands”), NEOS THERAPEUTICS, LP, a Texas limited partnership (“Neos LP”), and PHARMAFAB TEXAS, LLC, a Texas limited liability company (“PharmaFab”, together with Commercial, Brands and Neos LP, each individually a “Guarantor”, and collectively, the “Guarantors”), DEERFIELD PRIVATE DESIGN FUND III, L.P. (“DP3”) and DEERFIELD PARTNERS, L.P. (“DP”; and together with DP3, collectively, the “Lenders” and each, a “Lender”) and DEERFIELD MGMT, L.P., as collateral agent for itself, the Lenders and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”).
SECTION 2. Waiver. Subject to the terms and conditions of this Waiver, and in reliance upon the representations and warranties of the Loan Parties set forth in Section 4 below, the Lenders party hereto, constituting at least Required Lenders, and the Collateral Agent hereby irrevocably waive the Going Concern Condition (a) solely with respect to the Initial Subject Fiscal Quarter, solely during the pendency of the Extended Waiver Period, and (b) solely with respect to the Additional Subject Fiscal Quarter, solely during the pendency of the Additional Waiver Period.
WAIVER and AGREEMENT dated as of March 31, 2020 (this "Waiver") to the SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of March 13, 2013 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Credit Agreement"), among BLACKROCK CAPITAL INVESTMENT CORPORATION, a Delaware corporation (the "Borrower"); the LENDERS from time to time party thereto; CITIBANK, N.A., as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent"); and BANK OF MONTREAL, CHICAGO BRANCH, as Syndication Agent.
A. Waiver and Agreement. Effective as of the Waiver Effective Date: (i) each Lender party hereto hereby agrees (x) to waive the requirement for the Borrower to comply with the covenant set forth in Section 6.07(a) (Minimum Shareholders' Equity) of the Credit Agreement at all times during the Waiver Period, (y) that the minimum Asset Coverage Ratio required to be maintained by the Borrower on each day during the Waiver Period pursuant to Section 6.07(b) (Asset Coverage Ratio) of the Credit Agreement shall be reduced from 2.00 to 1 to 1.50 to 1 and (z) that any non-compliance with Section 6.07(a) of the Credit Agreement shall not constitute a Default at any time during the Waiver Period; provided that (I) the waiver set forth above shall automatically terminate and be of no further force and effect, and all rights of the Lenders and the Administrative Agent with respect to any breach of Section 6.07(a) or (b) of the Credit Agreement shall, without further action by any person, automatically be reinstated immediately following the Waiver Period as if the waiver provided above had not been granted; provided, that so long as the Asset Coverage Ratio maintained by the Borrower is not less than 1.50 to 1 at any time during the Waiver Period, failure to maintain an Asset Coverage Ratio not less than 2.00 to 1 at any time during the Waiver Period shall not constitute a Default at any time after the Waiver Period and (II) nothing contained herein shall waive or excuse the requirement to deliver, at the times otherwise required by the Credit Agreement, the information and reports required by the Credit Agreement, including Section 5.01 thereof, during the Waiver Period;
1.1 Waiver; Limitations. Effective as of the Effective Date (defined below), subject to the satisfaction of the conditions to effectiveness set forth in Section 4.1 below, the Lenders and the Administrative Agent hereby waive the occurrence, existence or continuance of any Specified Event solely during the period commencing on the Effective Date and ending at the close of business on May 14, 2020 (such period, the “Waiver Period”). The waiver set forth in this Section 1.1 is a one-time waiver only and applies only during the Waiver Period.
A waiver is a legal instrument in which a person voluntarily relinquishes a known right, claim, or privilege. It serves as a formal declaration that the individual or party will not pursue any legal actions against the other concerning the rights waived. Waivers are commonly used in various scenarios, ranging from contractual agreements to informal settings, to ensure clear understanding and agreement on specific terms.
A waiver should be used whenever you are entering into an agreement where one party agrees to forfeit certain rights or claims. Common instances include:
Participating in potentially risky activities: Such as sports or recreational events, where participants might waive the right to sue for injuries.
Settling disputes: Where parties agree not to pursue further legal action in exchange for a settlement.
Contract modifications: Where parties waive certain contractual obligations or enforcement actions.
Ensure that the situation genuinely warrants a waiver and that all parties have a clear understanding of the rights being waived.
When writing a waiver, it is crucial to ensure that it is clear, concise, and legally sound. Here are the key components to include:
Title: Clearly indicate that the document is a waiver.
Introduction: Identify the parties involved in the waiver and the purpose of the document.
Description of Rights Waived: Clearly state which rights, claims, or privileges are being waived.
Acknowledgment of Risk: If applicable, describe the risks involved that justify the need for the waiver.
Consideration: Explain what each party is receiving in exchange for the waiver.
Signature and Date: Provide spaces for all involved parties to sign and date the document, acknowledging their understanding and agreement.
Legal Review: It’s advisable to have a legal professional review the waiver to ensure compliance with relevant laws.
Example of a waiver introduction:
“This Waiver Agreement (‘Agreement’) is entered into on [Date], by and between [Party A] and [Party B]. By signing this Agreement, [Party B] acknowledges the inherent risks associated with [Activity/Event] and hereby waives all rights to hold [Party A] liable for any resultant claims.”
Waivers are commonly found in various types of contracts, including but not limited to:
Sports and Recreation Contracts: Participants often sign waivers to release event organizers from liability in case of injury.
Employment Contracts: Waivers might be included for certain legal claims or rights in exchange for severance packages or other considerations.
Settlement Agreements: Legal disputes are sometimes resolved with a waiver of further claims in favor of a settlement.
Real Estate Contracts: Buyers may waive certain rights, such as inspection contingencies, in competitive markets.
In each of these contexts, waivers serve to protect one or more parties from future legal claims or obligations, fostering an environment of acknowledged risk and responsibility.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A warranty disclaimer is a contractual provision that denies or limits any guarantees provided by the seller regarding the quality, condition, or performance of a product or service. This clause aims to protect the seller from liability and assure the buyer that any use of the product is at their own risk, often requiring the buyer to acknowledge this understanding.
The "Warranty of Title" clause ensures that the seller guarantees they have the legal right to transfer ownership of the goods being sold and that the title is free from any encumbrances, liens, or other claims. This clause protects the buyer from any third-party claims on the title that may arise after the purchase.
A "Work Made for Hire" clause stipulates that any work created by an employee within the scope of their employment, or certain commissioned works falling under specific categories, is automatically owned by the employer or commissioning party from the moment of creation. This ensures that the entity paying for the work retains all intellectual property rights, rather than the individual creator.
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