Limited Waiver and Consent Sample Clauses

Limited Waiver and Consent. The Company requested and the Holders have agreed to waive the Specified Prospective Defaults and to consent to the Specified Waivers and Consents. This limited waiver and consent shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Agreement or any other Transaction Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall relate solely to the Specified Prospective Defaults described on Schedule 1 in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes or any other Transaction Document, and shall not in any way or manner restrict the Agent or any Holder from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one of the Specified Prospective Defaults as expressly enumerated above and conditioned in this Section 2) at any time in respect of the Notes or any other Transaction Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by any Note Party with respect to any other term, provision or condition of the Notes or any other Transaction Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Holder may now have or may have in the future under or in connection with the Notes or any other Transaction Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 2.

Limited Waiver and Consent. Borrowers failed to comply with the financial covenants set forth in Section 7.12(a) (Current Ratio). Section 7.12(b) (Senior Funded Debt to EBITDA Ratio) and Section 7.12(c) (Interest Coverage Ratio) of the Credit Agreement for the fiscal quarters ending March 31, 2010 and June 30, 2010. Subject to the other terms and conditions set forth herein, Administrative Agent and Banks hereby waive any Event of Default arising from Borrowers’ failure to comply with such financial covenants solely in relation to the fiscal quarters ending March 31, 2010 and June 30, 2010. Additionally Borrowers have notified Administrative Agent and Banks that Borrowers are not expected to be in compliance with such financial covenants for the fiscal quarter ending September 30, 2010. Subject to the other terms and conditions set forth herein, Administrative Agent and Banks hereby waive any Default or Event of Default arising from Borrowers’ failure to comply with such financial covenants solely in relation to the fiscal quarter ending September 30, 2010. The waiver and consent granted hereunder does not indicate an intent to establish any course of dealing among Administrative Agent, Banks and Borrowers with regard to future waivers, consents, agreements to forbear or any other modifications that may be requested. Administrative Agent and Banks’ agreeing to the waiver and consent herein should not be construed as an indication that Administrative Agent and Banks would be willing to agree to any further or future consents, waivers, agreements to forbear or any modifications to any of the terms of the Credit Agreement or other Loan Documents, or any Events of Default or Defaults that may exist or occur thereunder.

Limited Waiver and Consent. The Purchasers hereby: (a) waive the provisions of Section 5.3(o) of the Agreement to the extent necessary to permit execution and delivery of Amendment No. 1 to the Receivables Sale Agreement in substantially in the form of Exhibit A hereto, and authorize and direct the Agent to consent thereto; (b) authorize and consent to the Agent’s consent to instruments tendered to it for its consent by the parties to the Receivables Sale Agreement as contemplated by said Amendment No. 1 so long as the Agent shall have received evidence satisfactory to it in its sole discretion that the Receivables to be thereby excluded from “Seller Receivables” (as defined in the Receivables Sale Agreement) would not be Eligible Receivables at such time under the Agreement; and (c) authorize and consent to Agent’s execution and delivery of such further documents and instruments as may be requested of it and it may deem reasonably necessary or appropriate to confirm such exclusion of Receivables from Seller Receivables.

Limited Waiver and Consent. Notwithstanding the provisions of Section 13(d) of the Agreement, Agent and the Lenders hereby consent to (i) the purchase of the convenience distribution assets (the “Purchase”) of Harp’s Food Stores, Inc. (“Harp”) in accordance with the terms of that certain Asset Purchase Agreement dated as of October 21, 2009 between Amcon and Harp (the “Purchase Agreement”), (ii) the incurrence of debt in the amount $500,000 payable by Amcon to Harp subject to the requirements of Section 13(b) of the Agreement and (iii) the payment of certain contingent payments to be made by Amcon to Harp in accordance with the terms of the Purchase Agreement (the “Harp Contingent Payment”) subject to the following conditions: (a) the amount of such contingent payments paid to Harp by the Borrowers may not exceed One Million Forty Thousand Dollars ($1,040,000) in the aggregate at any time, (b) no Event of Default has occurred or would be caused by the making of any such contingent payment after giving effect thereto (including, but not limited to, all financial covenants set forth in Section 14 of the Loan Agreement) and (c) the Borrowers have Average Excess Availability of not less than Five Million Dollars ($5,000,000) for the thirty day period immediately prior to the payment of such contingent payment and after giving effect to the payment of such contingent payment. The consent provided herein shall be limited to the matter set forth herein and shall not suspend, waive or affect any other covenant, condition or definition contained in the Loan Agreement. Except as otherwise provided herein, all provisions, terms and conditions of the Loan Agreement remain in full force and effect. The consent is granted only for the specific instance specified herein and in no manner creates a course of dealing or otherwise impairs the future ability of Lenders to declare an Event of Default under or otherwise enforce the terms of the Loan Agreement.

Limited Waiver and Consent. The Agent and the Lenders hereby: (a) waive any breach or violation of the Credit Agreement described on Annex B hereto (and any resulting Default or Event of Default) and the Events of Defaults described on Annex B hereto; (b) waive requirements of §13.5 solely during the period from and including the Amendment No. 6 Date through (but excluding) November 15, 2011; and (c) notwithstanding anything to the contrary in the Credit Agreement, consent to the execution and delivery of, and the payment of the fees, costs and expenses due and payable to the lenders, agents and trustees (and their respective counsel) expressly contemplated in, (i) the Last-Out Participation Purchase Agreement, (ii) waiver and amendment to 2009 Parent Debt Documents described in paragraph (i) of Annex C hereto (the “2011 Parent Debt Document Amendment”) (iii) waiver and amendment to the Second A&R Unsecured Credit Agreement described in paragraph (ii) of Annex C hereto (the “2011 Second A&R Unsecured Credit Agreement Amendment”) and (iv) the Indenture Amendment; provided, that the waivers and consents set forth above shall be limited precisely as written and shall not be deemed or otherwise construed to constitute a waiver of any other Default or other Event of Default or any other provision of the Credit Agreement or any other Loan Document or to prejudice any right, power or remedy which the Agent or any Lender may now have or may have in the future under or in connection with any such other Default, other Event of Default or other provision of the Credit Agreement or any other Loan Document, all of which rights, power and remedies are hereby expressly reserved by the Agent and the Lenders;

Limited Waiver and Consent. 2.1 Subject to the terms and conditions set forth in Section 2.2 and Section 4 below, the Collateral Agent and each Holder hereby: (i) consents to (x) the consummation of the Divestiture Transaction by the applicable Note Parties (in accordance with the terms of the Mimosa Purchase Agreement) and (y) permitting the Note Parties to retain the Net Cash Proceeds of the Divestiture Transactions in excess of the Minimum Prepayment Amount (as defined below); provided in the case of clauses (x) and (y) that (A) both before and after giving effect to the Closing Date (as defined in the Mimosa Purchase Agreement, the “Mimosa Closing Date”), no Default or Event of Default then exists and is continuing and (B) the Collateral Agent determines (in its sole discretion) that each of the Consent Conditions set forth in Section 2.2 below have been satisfied prior to or substantially concurrently with the Mimosa Closing Date, (ii) waives the Specified Events of Default occurring prior to the date hereof which the Holders and the Collateral Agent have actual knowledge of (the “Known Defaults”), (iii) waives the imposition of any applicable Default Rate (as defined in the Convertible Notes) interest amounts on the Obligations and all amounts of interest, at the Default Rate or otherwise, on the Overdue Interest, in each case for the period between the applicable Interest Payment Date and the Effective Date (or solely with respect to the Overdue Interest, until the date on which the next Delayed Draw Term Loan (as defined in the A&R Credit Agreement) (the “Second DDTL Funding Date”) is funded provided that for the period from the Effective Date to the Second DDTL Funding Date no other Default or Event of Default exists), (iv) consents under the terms of the Intercreditor Agreement and the Collateral Documents to the sale of the Equity Interests in Mimosa, the release of liens and guarantees with respect to Mimosa and to the extent approved by the Collateral Agent in its sole discretion, the transfer of Company Intellectual Property and Transferred Intellectual Property (each as defined in the Mimosa Purchase Agreement) in connection therewith pursuant to the terms of the Mimosa Purchase Agreement; provided that the conditions described in clause (i) above are satisfied on the Mimosa Closing Date, and (v) consents under the terms of the Intercreditor Agreement and the other Note Documents to the amendments (including the increase in commitments) described in the A&R Credit Agre...

Limited Waiver and Consent. (a) Subject to the satisfaction (or waiver) of the Waiver and Consent Conditions (as defined below), the Administrative Agent and the Requisite Lenders hereby (x) consent to the consummation of the transactions pursuant to (i) the Purchase and Sale Agreement, dated as of March 2, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Venetian Purchase Agreement”), by and among Pioneer OpCo, LLC, a Nevada limited liability company, and VICI Properties L.P., a Delaware limited partnership (“VICI”), as purchasers, and the Borrower, as seller, including, without limitation the sale of the Venetian Facility pursuant to the Venetian Purchase Agreement (the “Venetian Sale”) and (ii) the Purchase and Sale Agreement, dated as of March 2, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Real Estate Purchase Agreement” and, together with the Venetian Purchase Agreement, the “Purchase Agreements”), by and between VICI, as purchaser, and the Borrower, as seller, and (y) agree to waive any restrictions in the Existing Credit Agreement, including, without limitation, those set forth in Section 6.3 and Section 6.5, with respect to the Venetian Sale and the other transactions contemplated by the Purchase Agreements. Each party hereto hereby acknowledges that the waiver and consent contained in this Section 5 does not constitute and is not to be deemed a consent to any other actions or a waiver of any other right, power, or privilege under the Existing Credit Agreement or any other Credit Document and the waiver provided hereby shall not imply that any future waiver will be granted. (b) As used herein, “Waiver and Consent Conditions” means (i) the consummation of the Venetian Sale and (ii) on or prior to the consummation of the Venetian Sale, payment to the Administrative Agent by the Borrower for the account of each Lender party to this Amendment, a non-refundable fee equal to the product of [***]% and the amount of such Lender’s Revolving Commitment immediately prior to the effectiveness of this Amendment.

Limited Waiver and Consent. (a) Subject to the satisfaction (or due waiver) of the conditions set forth in Section 3 hereof, and in reliance upon the representations and warranties of Company set forth in Section 4 hereof, the Requisite Lenders hereby waive compliance with Section 7.1(vi)(5)(i) of the Credit Agreement solely to permit the incurrence of the 2013 Incremental Term Loans in an aggregate amount of $70,000,000 in connection with the 2009 Note Redemption (the “Limited Waiver”). (b) The Limited Waiver shall be limited precisely as written, and nothing in this Limited Waiver shall be deemed to constitute a waiver of any other term, provision or condition of the Credit Agreement.

Limited Waiver and Consent. With effect from the Consent Date, the Agent and each Lender party hereto previously waived the Prospective Defaults on the terms and subject to the conditions set forth in this Section 2. This limited waiver and consent shall be limited precisely as written and no other terms, covenants or provisions of the Credit Agreement or any other Loan Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall apply only for the Subject Test Period and the Prospective Defaults and shall not apply for any other Test Periods, any other actual or prospective Defaults, Events of Default or violation of any other provision of the Credit Agreement or any other Loan Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by the Borrower or any other Loan Party with respect to any other term, provision or condition of the Credit Agreement or any other Loan Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Secured Party may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 2.

Limited Waiver and Consent. The Administrative Agent and the Lenders parties hereto hereby agree to waive each of Sensata Technologies Bulgaria EOOD’s, Sensata Technologies Japan Limited’s, Sensata Finance Ireland Limited’s, Sensata Technologies de Mexico, S. de X.X. de C.V.’s, ST August Lux Company S.à x.x.’s, ST August Lux Intermediate Holdco S.à x.