Amendment, Waiver and Consent to the Credit Agreement Sample Clauses

Amendment, Waiver and Consent to the Credit Agreement. Effective as of the Amendment Effective Date (as defined below) and subject to the satisfaction of the conditions precedent set forth in Section 2, the Lenders hereby: (i) consent to the execution and delivery of the Sale Agreement Amendment, the performance of the Amended BCSI Sale Agreement and the performance by Cincinnati Xxxx of the Sellers' Parent Guaranty in respect of the Amended BCSI Sale Agreement and waive any Default or Event of Default that would otherwise result therefrom, subject, in the case of the performance of the Sellers' Parent Guaranty, to compliance with the procedures contemplated by clause (ii) below; (ii) agree that the guarantee by Cincinnati Xxxx pursuant to the Sellers' Parent Guaranty of the Sale Agreement Amendment Liabilities (as defined below) will not be deemed an Investment in the BCI Group until such time as cash is expended to pay such liabilities; provided, however, that Cincinnati Xxxx shall, as contemplated by Section 5.02(e)(ix)(E) of the Credit Agreement, establish a reserve in an amount equal to the reasonably anticipated maximum payment obligations in respect of the Sale Agreement Amendment Liabilities, utilize Net Cash Proceeds from the sale under the Amended BCSI Sale Agreement to prepay Revolving Credit Borrowings in the amount of such reserve and thereafter comply with Section 5.02(e)(ix)(E) with respect to the Reserved Commitments resulting from such prepayment, Revolving Credit Borrowings utilizing such Reserved Commitments and the applications of the proceeds thereof; (iii) waive compliance with Section 5.01(j) of the Credit Agreement with respect to the real property leasehold interests listed in Annex B attached hereto; and (iv) agree that the Broadwing Communications Real Estate Services LLC Company Agreement may be amended to delete all provisions requiring the existence or actions of the Independent Manager (as defined therein) or otherwise related to the Independent Manager as of the date of the sale of the Equity Interests of the Real Estate SPV in connection with the consummation of the transactions contemplated by the Amended BCSI Sale Agreement. The Borrowers and the Lenders hereby agree that any reserve established pursuant to clause (ii) above and any repayment of Revolving Credit Borrowings contemplated thereby shall be deemed to have been effected in accordance with, and shall result in Reserved Commitments subject to, Section 5.02(e)(ix)(E) of the Credit Agreement.
Sample 1
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Related to Amendment, Waiver and Consent to the Credit Agreement

  • Amendment to the Credit Agreement Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below (the “Amendment No. 1 Effective Date”), the parties hereto agree that the Credit Agreement is hereby amended as follows:

  • Amendment to Loan Agreement Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Loan Agreement is hereby amended as follows:

  • Amendment to the Loan Agreement Section 3.1 of the Loan Agreement shall be amended and restated as follows:

  • Amendment of the Credit Agreement Effective as of the Amendment Effective Date, the Credit Agreement is hereby amended as follows: (a) The following definitions are added in the appropriate alphabetical order to Section 1.01 of the Credit Agreement:

  • Amendment to Credit Agreement (a) As of the Effective Date (as defined herein), Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in their appropriate alphabetical order:

  • Waivers; Amendment; Joinder Agreements (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company). (c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto. (d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.

  • Amendment, Waiver, etc Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought; provided, however, that any provision hereof may be amended, waived, discharged or terminated upon the written consent of the Company and the Majority of the Holders and such amendment, waiver, discharge or termination shall be effective with respect to the Company and all Holders.

  • Amendment; Waivers This Agreement may not be modified, amended, waived or discharged in any manner except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

  • Amendment and Waivers Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof for default in payment of any amount due hereunder or default in the performance hereof shall not be deemed to constitute a waiver of any other default or any succeeding breach or default.

  • Amendment; Waivers, etc No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.

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