Limited Consent and Waiver. Subject to satisfaction of the conditions set forth in paragraph 8 hereof, and in reliance on the representations and warranties of the Company set forth in paragraph 7 hereof, effective as of the Amendment No. 1 Effective Date, the Purchasers hereby (i) consent to the LIG Acquisition, the Cash Distribution and the Reorganization, (ii) consent to the amendment and restatement of the Company Partnership Agreement, in the form delivered to the Purchasers on the date hereof (the "OLP Restatement") and (iii) waive any and all Defaults or Events of Default arising or which may heretofore have arisen under the Agreement or any of the other Loan Documents as a result of the execution, delivery or performance of the transactions and agreements in connection with the LIG Acquisition, the Cash Distribution, the Reorganization or the OLP Restatement; provided that if the Reorganization is not completed as described in the Omnibus Agreement and such failure to be completed as described in the Omnibus Agreement would be materially adverse to the Holders, the foregoing limited consent and waiver shall be void; provided, further, that the foregoing limited consent and waiver shall not apply to any violation of paragraph 6B of the Agreement (other than as a result of the Cash Distribution), to any amendment, modification or supplement to the definition of "Available Cash" in the Company Partnership Agreement or to any other amendment, restatement, supplement or other modification of the Company Partnership Agreement other than the OLP Restatement. The foregoing consent and waiver shall be limited precisely as written and shall relate solely to the Agreement in the manner and to the extent described herein, and nothing in this Amendment shall be deemed to (i) constitute a waiver of compliance by the Company with respect to any term, provision or condition of the Agreement or any other Loan Document except as specifically provided herein, or (ii) prejudice any right or remedy that any holder of Notes may now have (after giving effect to the foregoing consent and waiver) or may have in the future under or in connection with the Agreement or any other Loan Document. The Company agrees to deliver to each Purchaser copies of all amendments, modifications or supplements to the Omnibus Agreement.
Limited Consent and Waiver. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties of the Borrower made herein, the Administrative Agent and each of the Lenders hereby consent to, and waive any Event of Default that would otherwise result from, the “Change of Control” resulting from the closing of the Merger; provided that the Merger is consummated substantially in accordance with the Merger Agreement provided to the Administrative Agent and the Lenders prior to the date hereof.
Limited Consent and Waiver. Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties of the Borrower and the Guarantors herein contained, the parties to this Consent and First Amendment hereby (i) consent to the execution, delivery and performance by the parties thereto of the Consent and Second Amendment dated as of even date herewith relative to the Nexstar Credit Agreement (the “Nexstar Amendment”), and all transactions described therein and (ii) waive any Default or Event of Default caused by the incurrence of Indebtedness set forth in Article I of this Consent and First Amendment. The consent and waiver set forth in this Section is limited to the extent specifically set forth above and no terms, covenants or provisions of the Credit Agreement or any other Loan Document are intended to be affected hereby except to extent specifically waived in connection with the limited consent granted above.
Limited Consent and Waiver. Subject to the satisfaction of the conditions precedent set forth in Article II above, and notwithstanding applicable terms and provisions of the Loan Agreement to the contrary (including without limitation Section (d) of the definition of Unsecured Longer-Term Indebtedness thereof), Agent and the Requisite Lenders hereby consent to the issuance of the New Notes, and solely with respect to the issuance of the New Notes, Agent and the Requisite Lenders hereby waive, effective as of the date hereof compliance by Borrower with any provisions of the Loan Agreement and the other Loan Documents on or before the date hereof that would otherwise prohibit the issuance of the New Notes (including without limitation Section (d) of the definition of Unsecured Longer-Term Indebtedness of the Loan Agreement); provided, that (i) Borrower shall provide appropriate notice to the holders of the Existing Notes (together with a copy to Agent) of its intention to redeem, refinance, and repurchase the Existing Notes as soon as is commercially reasonable and in any event no later than the second business day after the date of issuance of the New Notes, (ii) the Existing Notes shall be redeemed, refinanced, and repurchased in full within thirty-five (35) calendar days after the date that Borrower has provided the notice described in clause (i) and (iii) the New Notes, except as otherwise specifically set forth herein, shall satisfy the requirements for a Permitted ULTI Refinancing in all respects. Agent’s and the Requisite Lenders’ consent to the issuance of the New Notes is given solely to the extent that the information disclosed in writing to Agent by Borrower regarding the nature and scope of the issuance of the New Notes accurately reflects the issuance of the New Notes. If Agent determines in its reasonable, good faith judgment that the nature or extent of the issuance of the New Notes is materially different from the nature or extent as disclosed to Agent in writing prior to the date hereof (including that the aggregate principal amount of the New Notes exceeds $28,750,000), then, upon written notice by Agent to the Borrower, the waiver and consent set forth in this Section 3.1 shall terminate and be rescinded automatically without further action by Agent or any Lender, and Agent and the Lenders shall have the right to exercise any and all of their rights and remedies in accordance with the terms of the Loan Agreement with respect to any Default or Event of Default related...
Limited Consent and Waiver. In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, the receipt and sufficiency of which are hereby acknowledged and confessed, and notwithstanding anything to the contrary set forth in Section 9.11 of the Credit Agreement, and subject to the satisfaction of the conditions precedent in Section 7 hereof, the Lenders party hereto hereby consent to the Earthstone Merger (the “Limited Consent”) so long as:
Limited Consent and Waiver. In reliance on the representations, warranties, covenants and agreements contained in this Agreement, the Holder, waiving all notice, in lieu of a meeting, hereby, as of the Effective Date, irrevocably:
Limited Consent and Waiver. 2.1. The Original Lender and the Agent hereby consent to the Proposed Transactions. The Agent and the Original Lender further agree that a cancellation or suspension of the obligation of RME FINANCE LTD, as lender under the Bridge Loan Agreement, to provide a Loan on a Funding Date, as that term is defined in the Bridge Loan Agreement, in accordance with its terms (other than as a result of an Event of Default under the Bridge Loan Agreement) shall not, by itself, give rise to an Event of Default under the Loan Agreement.
Limited Consent and Waiver. (a) Notwithstanding Section 2(a) of the Fifteenth Amendment to the contrary, subject to the terms and conditions set forth herein, the undersigned Lenders hereby consent to extend the deadline for delivery of the 2012 Financial Statements under Section 8.01(a) of the Credit Agreement to on or before the earlier of (i) fifty-seven (57) days after notice to the Borrower by the trustee under the Senior Notes (or the requisite number of holders thereof) in accordance with the indenture pursuant to which the Senior Notes were issued (the “Indenture”) of the Borrower’s failure to comply with Section 4.02(a) of the Indenture and (ii) June 17, 2013. Notwithstanding anything to the contrary set forth in the Credit Agreement, the Borrower acknowledges and agrees that its failure to deliver the 2012 Financial Statements to the Administrative Agent and the Lenders on or before the date required pursuant to the immediately preceding sentence shall constitute an immediate Event of Default under the Credit Agreement.
Limited Consent and Waiver. (a) Subject to the satisfaction of the conditions of effectiveness set forth in Section 4 hereof, the Administrative Agent and the Required Lenders hereby (x) consent to The Subsidiary Reorganization and (y) waive compliance with the provisions of Sections 7.02, 7.05 and 7.06 of the Credit Agreement which would prohibit The Subsidiary Reorganization. This Consent (a) is limited to the items set forth in the immediately preceding sentence and the steps set forth on Schedule 1 hereto, (b) shall not alter, modify, amend or affect any other terms or provisions of the Credit Agreement or any other Loan Document and (c) shall automatically terminate and be of no further force or effect if the Borrower does not deliver within 60 days of the date hereof (or such later date as agreed to by the Administrative Agent in its sole discretion) all Collateral Documents and amendments thereto, and other documents and certificates necessary or advisable, after giving 7 effect to The Subsidiary Reorganization, to evidence the pledge of sixty-five percent (65%) of the Equity Interests of each Material Foreign Subsidiary that is owned directly by a Domestic Subsidiary. (b) Subject to the satisfaction of the conditions of effectiveness set forth in Section 4 hereof, the Administrative Agent and the Required Lenders hereby agree to an extension until 60 days after the date hereof (or such later date as agreed to by the Administrative Agent in its sole discretion) for the Borrower to deliver all Collateral Documents and amendments thereto, opinions and other documents and certificates necessary or advisable, after giving effect to The Netherlands Transfer, to evidence the pledge of sixty-five percent (65%) of the Equity Interests of Team Industrial Services Europe B.V. (including (1) delivery of a notarial deed or deeds or amendments thereto to be executed by Bank of America, N.A., Team Industrial Services International, Inc., Furmanite Offshore Services, Inc. and Team Industrial Services Europe B.V. and (2) delivery of a confirmation of pledge by issuer executed by Team Industrial Services Europe B.V.). 3.
Limited Consent and Waiver. In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, Required Banks hereby consent to consummation of the Genesis Energy Equity Disposition, and waive compliance by Parent and Borrower with Section 10.5 of the Credit Agreement to the extent, but only to the extent, that the Genesis Energy Equity Disposition violates such section of the Credit Agreement. The consent to the consummation of the Genesis Energy Equity Disposition and waiver of compliance by Parent and Borrower with Section 10.5 of the Credit Agreement set forth in this Section 2 is a limited, one-time consent and waiver, and nothing contained herein shall obligate Banks to grant any additional or future consent or waiver with respect to, or in connection with, any provisions of the Credit Agreement or any other Loan Paper.
