LIMITED WAIVER AND AGREEMENT Sample Clauses

LIMITED WAIVER AND AGREEMENT. (a) The Required Lenders hereby waive, effective as of the Second Amendment Effective Date the Existing Event of Default; provided that such waiver shall remain in effect only so long as the Borrower satisfies the requirements of Section I(b). If the Borrower fails to satisfy the requirements of Section I(b) hereof, such failure shall constitute an Event of Default. (b) The Borrower shall, as promptly as practicable and in any event within 60 days after the Second Amendment Effective Date, enter into, and for a period of not less than three years after the Closing Date maintain in effect, one or more Hedging Agreements, the effect of which is to fix or cap the interest rates applicable to at least 50% of the Indebtedness that is projected to be outstanding under the Loan Documents and the First Lien Loan Documents, in each case on terms and conditions reasonably acceptable, taking into account current market conditions, to the Agent. Each such Hedging Agreement shall be entered into with a person that is reasonably acceptable to the Agent.
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LIMITED WAIVER AND AGREEMENT. (a) The Company hereby acknowledges that the Subject Default may have occurred and may be continuing. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties of the Company set forth herein, the Noteholder hereby waives the Subject Default through October 30, 2009; provided that in consideration for such waiver and the other waiver and consent contained in this Amendment, if the 2009 Convertible Debt is issued, the Notes shall be prepaid in accordance with (1) of the Note Agreement and all amounts due and payable pursuant to such paragraph (including, but not limited to, the outstanding principal and accrued interest on the Notes and any Yield-Maintenance Amount with respect to each such Note) shall be received by the Noteholder not later than 12:00 noon New York City local time on the earlier of (x) the first Business Day following the issuance of the 2009 Convertible Debt and (y) October 30, 2009 and such amounts shall be due and payable as of such date in accordance with the Note Agreement. (b) The Company hereby acknowledges that prior to the Amendment Effective Date, the Noteholder has not waived the Subject Notice Requirement. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties of the Company set forth herein, the Noteholder hereby waives the Subject Notice Requirement; provided that (i) the Noteholder receives irrevocable written notice of the Company’s intent to prepay the Notes in full in accordance with paragraph 4C of the Note Agreement not later than 12:00 noon New York City local time on October 23, 2009 and (ii) in consideration for such waiver and the other waiver and consent contained in this Amendment, if the 2009 Convertible Debt is issued, the Notes shall be prepaid in accordance with paragraph 4B(1) of the Note Agreement and all amounts due and payable pursuant to such paragraph (including, but not limited to, the outstanding principal and accrued interest on the Notes and any Yield-Maintenance Amount with respect to each such Note) shall be received by the Noteholder not later than 12:00 noon New York City local time on the earlier of (x) the first Business Day following the issuance of the 2009 Convertible Debt and (y) October 30, 2009 and such amounts shall be due and payable as of such date in accordance with the Note Agreement. (c) The foregoing waivers shall be limited precisely as written and shall relate solely to the ...
Sample 1
LIMITED WAIVER AND AGREEMENT. Subject to the terms and conditions set forth in this Agreement (including, without limitation, Article III) and in reliance upon the representations and warranties of the Borrower set forth herein, the parties hereto hereby agree as follows:
Sample 1
LIMITED WAIVER AND AGREEMENT. Subject to the terms and conditions set forth herein, in reliance upon the representations and warranties of the Company set forth herein, and effective as of May 31, 2007 upon and subject to the satisfaction of the conditions set forth in Section 5 below, the Noteholders hereby (1) waive the Existing Defaults and (2) agree that the Existing Sharing Period, to the extent it was caused by the Existing Defaults or the Credit Agreement Defaults, shall end as of its commencement date. The foregoing waiver and agreement shall be limited precisely as written and shall relate solely to the Note Agreement and the Intercreditor Agreement, as applicable, in the manner and to the extent described herein, and nothing in this Amendment shall be deemed to (a) constitute a waiver of compliance by the Company with respect to or any modification of (i) Section 10.1 of the Note Agreement as of the end of any other month or any other Fiscal Quarter, as applicable, or in any other instance or respect, or (ii) any other term, provision or condition of the Note Agreement or the Intercreditor Agreement, (b) constitute an agreement to end or waive any other Sharing Period (as defined in the Intercreditor Agreement) which has commenced or which commences at any time hereafter, whether as a result of any Event of Default under Section 10.1 of the Note Agreement as of the end of any other fiscal month or any other Fiscal Quarter, as applicable, or otherwise, or in any other instance or respect, (c) constitute a waiver of any Default or Event of Default other than the Existing Defaults, or (d) prejudice any right or remedy that the any holder of Notes may now have (after giving effect to the foregoing waiver) or may have in the future under or in connection with the Note Agreement, any Note or the Intercreditor Agreement.
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Related to LIMITED WAIVER AND AGREEMENT

  • Waiver and Agreement Neither the failure nor any delay on the part of Lender to exercise any right, power or privilege herein or under any of the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver of any provision in this Loan Agreement or in any of the other Loan Documents and no departure by Borrower therefrom shall be effective unless the same shall be in writing and signed by Lender, and then shall be effective only in the specific instance and for the purpose for which given and to the extent specified in such writing. No modification or amendment to this Loan Agreement or to any of the other Loan Documents shall be valid or effective unless the same is signed by the party against whom it is sought to be enforced.

  • Limited Waiver 3.1 Solely during the Waiver Period (as defined below) and not at any other time, the Lenders hereby agree to temporarily waive the Anticipated Defaults and the right to accelerate the Obligations as a result thereof. During the Waiver Period, the Anticipated Defaults shall be deemed not to have occurred or be continuing, and the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies with respect to the Anticipated Defaults. The waivers provided pursuant to the terms of this Agreement shall automatically and without further action or notice by any party expire on the Limited Waiver Termination Date (as defined below). 3.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Date, the Anticipated Defaults shall be deemed to be Events of Default in full force and effect, having occurred as of September 30, 2012 and continuing uninterrupted thereafter for all purposes, including, without limitation, for purposes of calculating and charging default interest under Section 2.9(c) of the Credit Agreement, and the Administrative Agent and the Lenders shall retain all of the rights and remedies related thereto. This Agreement shall not have the effect of tolling or extending any applicable cure period beyond the period that would have applied absent this Agreement. Nothing in this Agreement shall be deemed to constitute a waiver by the Administrative Agent or the Lenders of any Default, whether now existing or hereafter arising, or of any right or remedy the Administrative Agent or the Lenders may have under any of the Loan Documents or applicable law, except to the extent expressly set forth herein, nor shall the Lenders’ execution and delivery of this Agreement establish a course of dealing among the Lenders and the Borrower or in any way obligate the Lenders to hereafter provide any further waiver of any kind, to provide any further time prior to the enforcement of their rights or to provide any other financial accommodations to or on behalf of the Borrower or any other Loan Party. 3.3 Notwithstanding anything to the contrary herein, the Lenders do not now waive, nor do they agree that they will waive in the future, any further Default or Event of Default. Neither this Agreement nor any course of dealing or delay or failure of the Lenders in exercising any right, remedy, power or privilege under or in connection with any Event of Default shall affect any other or future exercise thereof or the existence of any other right, remedy, power or privilege, except to the extent expressly set forth herein; nor shall any single or partial exercise of any such right, remedy, power or privilege or any abandonment or discontinuance of the steps to enforce any such right, remedy, power or privilege (pursuant to this Agreement or otherwise) preclude any further exercise thereof or of any other right, remedy, power or privilege, except to the extent expressly set forth herein. For the purposes hereof,

  • Consent and Agreement An original of a Consent and Agreement duly executed by such Subsidiary, pursuant to which such Subsidiary consents and agrees to become a “Credit Party” hereunder and to be bound by the terms and conditions of this Agreement and all other Loan Documents;

  • Waiver and Amendment Any provision of this Agreement may be waived at any time by the party that is entitled to the benefits of such provision. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

  • First Amendment The Administrative Agent shall have received multiple counterparts as requested of the this First Amendment from each Lender.

  • Termination Waiver and Amendment 40 7.1 TERMINATION...................................................40 7.2

  • Limited Waivers At the request of the Borrowers and the Guarantors the Administrative Agent and the Lenders hereby waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaults: (a) Any failure by the Borrowers to comply with Section 6.03(a) of the Credit Agreement requiring the Borrowers to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (b) Any failure by the Borrowers to comply with Section 6.03(b) of the Credit Agreement requiring the Borrowers to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any Default or Event of Default arising therefrom is waived. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Default, and except as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on the part of the Administrative Agent, or any Lender in exercising any power or right under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No waiver or approval by the Administrative Agent or any Lender under this Agreement, the Credit Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to any subsequent transaction or any Default or Event of Default under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the Borrowers.

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 21, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Second Amendment The Administrative Agent shall have received multiple counterparts as requested of this Second Amendment from each Lender.

  • The Eleventh Amendment The Eleventh Amendment is an inherent and incumbent protection with the State of Kansas and need not be reserved, but prudence requires the State to reiterate that nothing related to this contract shall be deemed a waiver of the Eleventh Amendment."

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