Limited Consent and Waiver Sample Clauses

Limited Consent and Waiver. (a) Subject to the terms and conditions set forth herein, Agent and each Lender hereby consent to (i) the creation of Venus Acquisition Subsidiary, (ii) the entry by Borrowers into the Venus Purchase Documents, including, for the avoidance of doubt, the Venus Escrow Agreement and the funding of the Escrow Amount (as defined in the Venus Purchase Agreement), and (iii) the consummation by Borrowers of the Venus Sale Transaction. (b) Subject to the terms and conditions set forth herein, notwithstanding Section 2.1(a)(ii)(B)(iii) of the Credit Agreement or any other provisions of the Credit Agreement, Agent and each Lender hereby agree that no prepayment of the Term Loans shall be required to prepay the Loans as a result of Borrowers’ receipt of net cash proceeds from the consummation of the Venus Sale Transaction. (c) Subject to the terms and conditions set forth herein, notwithstanding Section 4.11 of the Credit Agreement or any other provisions of the Credit Agreement, Agent and each Lender hereby agrees that Borrowers shall not be required to join Venus Acquisition Subsidiary as a Credit Party under the Financing Documents or take other action as required by Section 4.11 of the Credit Agreement. (d) Without limiting the consents set forth in Sections 2(a)-(c) above, Agent and each Lender hereby waive, ab initio, any Default or Event of Default that occurred solely as a result of Borrowers’ failure to comply with the provisions of Section 4.11(d) in respect of Venus Acquisition Subsidiary on or prior to the date hereof. (e) The limited consents set forth in Sections 2(a)-(c) and the limited waiver set forth in Section 2(d) are effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or of any other Financing Document; (ii) prejudice any right that Agent or Lenders have or may have in the future under or in connection with the Credit Agreement or any other Financing Document; (iii) constitute a consent to or waiver of any other past, present or future Default or Event of Default or other violation of any provisions of the Credit Agreement or any other Financing Documents, (iv) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit or (v) establish a custom or course of dealing among any of the Credit Parties, on the one hand, or...

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. (b) Subject to the terms and conditions set forth herein, the undersigned Lenders hereby consent to extend the deadline for delivery of the Q1 2013 Financial Statements under Section 8.01(b) of the Credit Agreement to on or before the earlier of (i) thirty (30) days after the date on which the Borrower delivers the 2012 Financial Statements to the Administrative Agent and the Lenders in accordance with Section 2(a) above and (ii) July 12, 2013. Notwithstanding anything to the contrary set forth in the Credit Agreement, the Borrower acknowledges and agrees that its failure to deliver the Q1 2013 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. (c) Subject to the terms and conditions set forth herein, the undersigned Lenders hereby waive any Default or Event of Default that occurs under Section 10.01(g) of the Credit Agreement as a result of the default occurring under the Indenture as a result of the failure of the Borrower to comply with Section 4.02(a) of the Indenture with respect to its form 10-Q for the quarter ended March 31, 2013. The waiver set forth in this subsection (c) (the “Default Waiver”) is limited to the extent specifically set forth above and no other terms, conditions or provisions of the Credit Agreement or any other Loan Document are intended to be affected by the Default ...

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. As of the date hereof, the aggregate outstanding principal amount of the Loan is equal to seventy-six and one-tenth percent (76.1%) of the Appraised Value of all owned Property encumbered by a Mortgage from a Borrower in favor of Agent or Bahamas Collateral Agent. As a result of the foregoing, as of the date hereof, the aggregate outstanding principal amount of the Loan exceeds the Borrowing Base. Borrowers have failed to comply with the provisions set forth in Section 2.3(d) of the Loan Agreement requiring Borrowers to promptly pay the amount of such excess to Agent together with interest accrued thereon (the “Specified Default”). The Specified Default constitutes an Event of Default under Section 8.1(a) of the Loan Agreement (the “Specified Event of Default”). As a result, Agent, Bahamian Collateral Agent and Lenders have the right to exercise any and all rights and remedies available to them at law or in equity, including, without limitation, the rights and remedies set forth in the Loan Agreement. Notwithstanding the foregoing, Agent and Lenders hereby agree to waive the Specified Event of Default; provided, however, that this limited waiver shall be automatically rescinded and of no further force and effect on December 28, 2009. The transfer of membership interests of Holdings by various Persons pursuant to the SAAC Purchase Transaction and the JDI Exchange Transaction is prohibited under certain provisions of the Assignment of Ownership Interests. Notwithstanding the foregoing, Agent and Lenders hereby consent to the transfers of membership interests in Holdings solely in connection with the SAAC Purchase Transaction and the JDI Exchange Transaction. Pursuant to the Intercreditor Agreement, Agent hereby consents to the JDI Exchange Transaction. Borrowers are hereby notified that irrespective of (i) any waivers or consents previously granted by Agent, Bahamian Collateral Agent and Lenders regarding the Loan Agreement and any other Loan Document, (ii) any previous failures or delays of Agent, Bahamian Collateral Agent and/or Lenders in exercising any right, power or privilege under the Loan Agreement or any other Loan Document, or (iii) any previous failures or delays of Agent, Bahamian Collateral Agent and/or Lenders in the monitoring or in the requiring of compliance by Borrowers with the duties, obligations, and agreements of Borrowers in the Loan Agreement and the other Loan Documents, Borrowers will be expected to comply strictly with their duties...

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. 2.2. The Original Lender and the Agent hereby waive the Existing Defaults. 2.3. The Obligors party hereto consent to the dissolution of Ney Technology, Inc. and New Jersey Precious Metals, Inc., and waive any rights to notice of, or rights to consent to, such entities’ dissolution or retirement from the Loan Agreement.

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: (a) the Earthstone Merger occurs in accordance with the Earthstone Merger Agreement on or prior to the Earthstone Merger Outside Date; and (b) after giving effect to this Fifth Amendment, immediately after giving effect to the Earthstone Merger, no Default or Event of Default has occurred and is continuing.

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 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.).

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: (a) consents, solely for the purposes of Sections 4(b)(i) and 4(b)(vi) of the Certificate of Designation, to (i) the Second COD Amendment (as defined below) and (ii) the Company’s consummation of the Proposed Financing on the Tranche B Funding Date, including the incurrence of the New Indebtedness up to the Total Funding Amount on the Tranche B Funding Date, in each case, in accordance with the terms and conditions set forth in the Superpriority Credit Agreement; provided, for the avoidance of doubt, that notwithstanding anything contained in this Agreement, the Superpriority Credit Agreement, the other Debt Documents or any other Corporation Indebtedness Document, the amount of New Indebtedness permitted to be incurred hereunder shall not exceed the Total Funding Amount; and (b) waives any rights it may have under, and any obligations of the Company with respect to, Sections 4(b)(i) and 4(b)(vi) of the Certificate of Designation with respect to the Second COD Amendment and the Proposed Financing, including, without limitation, any impact of the incurrence of New Indebtedness up to the Total Funding Amount on the Leverage Ratio (in each case, solely as to the incurrence of New Indebtedness up to the Total Funding Amount), so long as the Proposed Financing is consummated substantially in accordance with the terms and conditions set forth in the Superpriority Credit Agreement, provided, for the avoidance of doubt, that, any future calculation of the Leverage Ratio pursuant to Section 4(b)(vi) of the Certificate of Designation (as amended by the Second COD Amendment), other than with respect to the incurrence and issuance of Excluded Debt (as defined in the Second COD Amendment), shall include the amount of New Indebtedness outstanding at such time; provided, further, that, the limited consent and waiver in this Section 1 is specific and limited to the matters expressly stated herein and shall not constitute a waiver of any rights or obligations in connection with any other transaction to which Sections 4(b)(i) or 4(b)(vi) of the Certificate of Designation (as amended by the Second COD Amendment) may be applicable, including, without limitation, any additional incurrence of Indebtedness pursuant to the Proposed Financing in excess of the Total Funding Amount. ...

Limited Consent and Waiver. The limited waiver granted in Section 3.3 hereof is limited solely to the September 2015 Scheduled Redetermination and the limited consents granted in Section 4 hereof are limited solely to the Woodford Asset Sale and the Woodford Swap Agreements, and nothing contained herein shall be deemed a consent to, or waiver of, any other action or inaction of the Borrower, any Guarantor or any of the Borrower’s Subsidiaries which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document. Neither the Lenders nor Administrative Agent shall be obligated to grant any future waivers, consents or amendments with respect to any other provision of the Credit Agreement or any other Loan Document.