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Common use of Limited Waiver Clause in Contracts

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,

Appears in 3 contracts

Samples: Credit Agreement (Dial Global, Inc. /De/), Second Lien Credit Agreement (Dial Global, Inc. /De/), Credit Agreement (Dial Global, Inc. /De/)

Limited Waiver. 3.1 Solely during Effective only as of the Waiver Period (as defined Seventh Amendment Effective Date, subject to the following terms and conditions and in reliance upon the representations, warranties and covenants set forth in Section 5 below) and not at any other time, the Lenders hereby agree to temporarily waive (the Anticipated Defaults and “Limited Waiver”) the right to accelerate the Obligations as a result thereofSpecified Event of Default. During the Waiver PeriodFor avoidance of doubt, the Anticipated Defaults foregoing Limited Waiver shall not be deemed to be a waiver of any other existing or hereafter arising Defaults or Events of Default or any other deviation from the express terms of the Credit Agreement or any other Loan Document. This is a Limited Waiver and shall not be deemed to have occurred constitute a consent or be continuingwaiver of any other term, and provision or condition of the Administrative Agent and the Lenders shall have no Credit Agreement or any other Loan Document, as applicable, or to prejudice any right to enforce rights or exercise remedies remedy (except with respect to the Anticipated Defaults. The waivers provided pursuant to Specified Event of Default) that Lender may now have or may have in the terms of this future under or in connection with the Credit 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 purposesother Loan Document, including, without limitation, for purposes of calculating and charging default interest under Section 2.9(cthe right to: (i) declare all or any portion of the Loans then outstanding to be accelerated and due and payable, whereupon all or such portion of the aggregate principal of all Loans, all accrued and unpaid interest thereon (including interest at the Post-Default Rate), all fees, premiums and all other Obligations payable under the Credit Agreement, Agreement (as amended by this Seventh Amendment) 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 other Loan Documents shall become due and payable immediately without presentment, demand, protest 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 notice of any kind, all of which are hereby expressly waived by each Loan Party; and (ii) exercise any and all of its other rights and remedies under applicable law, under the Credit Agreement (as amended by this Seventh Amendment) and the other Loan Documents. This is a Limited Waiver and is conditioned upon the Loan Parties’ compliance with each provision of this Seventh Amendment and failure by the Loan Parties to provide any further time prior comply with each provision of this Seventh Amendment (including the amendments 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 Credit Agreement) constitute an immediate Event of Default shall affect and the waivers and consents granted herein null and void without any other or future exercise thereof or further action on the existence part 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 Lender 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,Agent.

Appears in 2 contracts

Samples: Credit Agreement (Boxlight Corp), Credit Agreement (Boxlight Corp)

Limited Waiver. 3.1 Solely during 3.01 Effective as of the Waiver Period (as defined below) Effective Date and not at any other timesubject to the terms and conditions herein, Agent and the Lenders hereby agree to temporarily waive the Anticipated Defaults Specified Event of Default. 3.02 Except as expressly set forth in Section 3.01, nothing contained in this Amendment, or any other communication between or among Agent, any Lender and the right to accelerate the Obligations any Borrower, shall be construed as a result thereof. During waiver by Agent or Lenders of, any covenant or provision of the Waiver PeriodExisting Credit Agreement, 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 this Amendment, the Administrative Other Documents, or any other contract or instrument between or among any Borrower, 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 arisingand/or Lenders, or of any right or remedy the Administrative Agent or the Lenders may have under any of the Loan Documents or applicable lawsimilar future transaction, 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 failure of Agent and/or Lenders at any time or times hereafter to require strict performance by any Borrower of any provision thereof shall not waive, affect or diminish any right of Agent and/or Lenders to thereafter demand strict compliance therewith. Nothing contained in this Amendment shall directly or indirectly in any way obligate whatsoever either: (a) impair, prejudice or otherwise adversely affect Agent’s or any Lender’s right at any time to exercise any right, privilege or remedy in connection with the Lenders to hereafter provide Existing Credit Agreement, the Credit Agreement or any further waiver of Other Documents, each as amended hereby, (b) except as expressly provided herein or therein, amend or alter 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 provision of the Borrower Existing Credit Agreement or any Other Documents or any other Loan Party. 3.3 Notwithstanding anything to the contrary hereincontract or instrument, 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 (c) constitute any course of dealing dealings or delay other basis for altering any obligation of any Borrower under the Credit Agreement or failure of the Lenders in exercising any Other Documents or any right, remedyprivilege or remedy of any Agent or any Lender under the Existing Credit Agreement, power the Credit Agreement, any Other Documents or privilege under or in connection with any Event of Default shall affect any other contract or future exercise thereof or instrument. Agent and Lenders hereby reserve all rights granted under the existence of Existing Credit Agreement, the Other Documents, each as amended hereby, this Amendment and any other rightcontract or instrument between or among any Borrower, remedyAgent and Lenders, power or privilege, except each as amended hereby. [PHI Group] Second Amendment 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,Credit Agreement

Appears in 2 contracts

Samples: Revolving Credit, Term Loan and Security Agreement (PHI Group, Inc./De), Revolving Credit, Term Loan and Security Agreement (PHI Group, Inc./De)

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 Specified Defaults and the right to accelerate the Obligations as a result thereof. During the Waiver Period, the Anticipated Specified 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 Specified 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, (i) 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 thereafter, and (ii) all other Specified Defaults shall be deemed to be Events of Default in full force and effect, having occurred as of December 31, 2012 and continuing uninterrupted thereafter, in each case of clauses (i) and (ii), 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,

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Dial Global, Inc. /De/), Credit Agreement (Dial Global, Inc. /De/)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined below) and not at any other time, the The Lenders hereby agree to temporarily waive (a) for the Anticipated Defaults period commencing April 1, 2001 and the right to accelerate the Obligations ending on September 15, 2001, any Event of Default or Unmatured Event of Default arising solely as a result thereof. During of the Waiver PeriodBorrower's failure to meet, in the time frames provided therein, the Anticipated Defaults requirements of Paragraphs 4, 9 and 12 of the Post Closing Agreement (as amended by Amendment No. 1) and (b) for the period commencing May 31, 2001 and ending on October 31, 2001, any Event of Default or Unmatured Event of Default arising solely as a result of the Borrower's failure to meet, in the time frame provided therein, the requirements of Section 7.11 of the Credit Agreement (as amended by Amendment No. 1). Upon expiration of the waiver set forth in clause (a) of the preceding sentence without compliance by the Borrower with the requirements specified therein, such waiver shall be deemed not automatically revoked and the requirements of the Post Closing Agreement (as amended by Amendment No. 1) waived thereby shall again be in full force with retroactive effect to have occurred or the dates specified in the Post Closing Agreement (as amended by Amendment No. 1). Upon expiration of the waiver set forth in clause (b) of the second preceding sentence without compliance by the Borrower with the requirements specified therein, such waiver shall be continuingautomatically revoked and the requirements of the Credit Agreement (as amended by Amendment No. 1) waived thereby shall again be in full force with retroactive effect to the date specified in the Credit Agreement (as amended by Amendment No. 1). In each case, following such expiration and noncompliance as described in the respective preceding sentences, the Administrative Agent and the Lenders shall have no right to enforce all rights or exercise and remedies with respect to under 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 DatePost Closing Agreement, the Anticipated Defaults shall be deemed to be Events of Default in full force Credit Agreement 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 any other Loan Document or otherwise that 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 had if 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,waiver had never been granted.

Appears in 2 contracts

Samples: Credit Agreement (Gencorp Inc), Credit Agreement (Gencorp Inc)

Limited Waiver. 3.1 Solely during The parties hereto hereby acknowledge and agree that pursuant to Section 7.10(a) of the Waiver Period (as defined below) and not at any other timeCredit Agreement, the Lenders hereby agree Borrower has agreed it would not permit its Asset Coverage Ratio to temporarily waive the Anticipated Defaults and the right to accelerate the Obligations as a result thereofbe less than 300%. During the Waiver Period, the Anticipated Defaults shall be deemed not to have occurred or be continuing, and The Borrower has informed the Administrative Agent and the Lenders shall have no right that for the period of March 17, 2020 through and including March 20, 2020 (the "Specified Period") the Asset Coverage Ratio was less than 300% and as such the Borrower failed to enforce rights or exercise remedies comply 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 covenant contained 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(c7.10(a) of the Credit Agreement on each day during the Specified Period (the "March Coverage Ratio Default"). As a result of this noncompliance, an Event of Default has occurred and is continuing under the Credit Agreement. As such, and the Borrower has requested that the Administrative Agent and the Lenders shall retain all of waive, to the rights and remedies related thereto. This Agreement shall not have limited extent necessary to permit the effect of tolling or extending any applicable cure period beyond above-referenced non-compliance, 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 March Coverage Ratio 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 but only to the extent expressly set forth herein, nor shall to permit the Lenders’ execution above-referenced non-compliance for the DB3/ 203383675.2 Specified Period and delivery only so long as after giving effect to this Fourth Amendment the Borrower complies with the terms of the Credit Agreement. Upon the effectiveness of this Agreement establish a course of dealing among Amendment as described in Section 3 below, the Lenders and the Administrative Agent waive, to the limited extent necessary to permit the above-referenced non-compliance, the March Coverage Ratio Default, but only to the extent to permit the above-referenced non- compliance for the Specified Period and only so long as after giving effect to this Amendment, the Borrower complies with the terms of the Credit Agreement. Nothing contained in this Section 2 shall extend to any other provisions of the Credit Agreement or in any way obligate of the other Loan Documents or to any matters not expressly waived herein, or be construed to imply a willingness on the part of the Administrative Agent and the Lenders to hereafter provide grant any further waiver similar or other future waivers 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 terms and conditions of the Credit Agreement or any the other Loan PartyDocuments. 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,

Appears in 2 contracts

Samples: Credit Agreement (Voya PRIME RATE TRUST), Credit Agreement (Voya PRIME RATE TRUST)

Limited Waiver. 3.1 Solely during (a) Subject to the Waiver Period (as defined below) terms and not at any other timeconditions set forth below in Section 3 hereof, the Agents and the Required Lenders hereby agree that each Specified Event of Default is hereby temporarily waived through and including the earlier to temporarily waive occur of (i) the Anticipated Defaults date that any Event of Default (other than a Specified Event of Default) occurs under the Financing Agreement or any other Loan Document, (ii) a breach of any Milestone or other covenant under Section 3 hereof, and (iii) October 13, 2023 (such period, the “Waiver Period”). (b) Notwithstanding the terms of Sections 2(a), in the event that any Specified Event of Default has not been resolved in a manner acceptable to the Required Lenders on or before the expiration of the applicable Waiver Period, (i) the waiver provided in Section 2(a) shall terminate immediately, (ii) the Borrower shall not be permitted to exercise the Cure Right provided under Section 9.02 of the Financing Agreement with respect to the Section 7.03(a) Event of Default, and (iii) the applicable Specified Event of Default shall be deemed to have occurred and be continuing from as of the date originally set forth in the recitals hereto in respect of such Specified Event of Default for all purposes of the Financing Agreement and the right to accelerate other Loan Documents (including, for the Obligations as a result thereofavoidance of doubt, Sections 2.04(c) and 9.01(a) of the Financing Agreement). During The Loan Parties further agree that, at all times 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 notwithstanding anything to the Anticipated Defaults. The waivers provided pursuant to contrary set forth in 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 DateFinancing Agreement, 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 Loan Parties shall not have consummate any “Permitted Acquisition” under the effect of tolling Financing Agreement or extending any applicable cure period beyond the period that would have applied absent this Agreement. Nothing in this Agreement undertake (c) The foregoing waiver is a limited and temporary waiver and (i) shall not constitute nor 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 Agents or Lenders, except as otherwise expressly set forth herein, in each case, of (x) any Default or Event of Default which has occurred or exists under the Financing Agreement or hereafter may occur under the Financing Agreement (other than the Specified Events of Default) or (y) any term or condition of the Financing Agreement and the other Loan Documents, (ii) shall not constitute nor be deemed to constitute a consent by the Agents or any Lender to anything other than the specific purpose set forth herein, (iii) shall not establish a custom or course of dealing among the Borrower, any other Loan Party, the Agents, the Lenders or any of them and (iv) shall only be relied upon and used for the specific purpose set forth herein. Except as specifically set forth herein, the Agents and the Lenders hereby expressly reserve all of their rights and remedies under the Financing Agreement, the other Loan Documents or (including, without limitation, this Waiver) and applicable law. (d) Each of Borrower and the other Loan Parties hereby (i) advise and represent to the Agents that, until repayment in full in cash of all Obligations (other than Contingent Indemnity Obligations) under the Financing Agreement and Loan Documents, they have determined not to make any payments to the Sellers under the Acquisition Agreement whether on account of certain alleged post-closing accounts receivable collections (the “A/R Payment”) or pursuant to that certain side letter agreement, dated as of March 9, 2022 (the “Side Letter”), between the Borrower and Converge Direct, LLC (the “Side Letter Payment” and, together with the A/R Payment, the “Proposed Payments”) during the Waiver Period and (ii) acknowledge and agree that the making of any Proposed Payments would constitute an additional Event of Default under the Financing Agreement and result in the termination of the Waiver Period pursuant to Section 2(a) hereof. (e) The parties hereto acknowledge and agree that, as provided in the October 3, 2022 reservation of rights letter to the Loan Parties, interest on the Loans is accruing as of October 3, 2022 at the Post-Default Rate, and which shall (other than, solely for the duration of the Waiver Period, the September 2023 P&I Payment) be paid on each interest payment date as required under Section 2.04(d) of the Financing Agreement. (f) Each Loan Party acknowledges and agrees that each of the Specified Events of Default constitutes (or, in the case of the Anticipated September 2023 Payment Defaults, upon and subject to the occurrence thereof shall constitute) an Event of Default that has occurred and is continuing as of the date hereof (in the case of the Section 5.03(g) Event of Default, without addressing whether the financial statements filed on June 6, 2022 constitute Acquired Business Audited Financials, or, in the case of the Anticipated September 2023 Payment Defaults, shall occur and continue during the Waiver Period), and except for the Specified Events of Defaults, no other Events of Default have occurred and are continuing as of the date hereof, and, except to the extent expressly set forth hereinin this Waiver for the duration of the Waiver Period, nor shall the Lenders’ execution and delivery occurrence of this Agreement establish a course each Specified Event of dealing among Default: (i) relieves the Lenders and the Borrower Secured Parties from any obligation to extend any Loan 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 under the Financing Agreement or on behalf of the Borrower or any other Loan Party. 3.3 Notwithstanding anything Documents (including consenting to the contrary hereinBorrower’s use of cash collateral), 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 and (pursuant to this Agreement or otherwiseii) 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,permits the

Appears in 2 contracts

Samples: Limited Waiver to Financing Agreement (Troika Media Group, Inc.), Limited Waiver to Financing Agreement (Troika Media Group, Inc.)

Limited Waiver. 3.1 Solely during (a) Subject to the conditions set forth in Section 5 of this Limited Waiver Period (as defined below) and not at any other timesubject to the terms of, and to compliance with, Sections 4 and 6 of this Limited Waiver, the Lenders hereby undersigned Holders hereby: (i) waive each of the Interest Payment Defaults, and (except as otherwise set forth in this Limited Waiver) their rights and remedies under the Indenture with respect to each of the Interest Payment Defaults, and each of the Interest Payment Defaults shall not be considered a Default or an Event of Default under the Indenture; (ii) agree that the payment of the Interest Payments shall be satisfied in full by the authentication, issuance and delivery to temporarily each undersigned Holder of PIK Interest Notes having an aggregate principal amount equal to all accrued and unpaid Interest Payments payable to such Holder in cash under the terms of the Indenture (which, for certainty, shall be in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof, rounded down to the nearest $1,000); (iii) 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 continuingRegistration Default, and (except as otherwise set forth in this Limited Waiver) their rights and remedies under the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies Indenture with respect to the Anticipated Defaults. The waivers provided pursuant Registration Default, and the Registration Default shall not be considered a Default or an Event of Default under the Indenture; (iv) waive the Default with respect to the terms existence of this Agreement shall automatically and without further action or notice by any party expire certain outstanding Indebtedness as identified on Schedule B to the Limited Waiver Termination Date Supplemental Indenture (as defined below)., and (except as otherwise set forth in this Limited Waiver) their rights and remedies under the Indenture with respect to such Default, and such Default shall not be considered a Default or an Event of Default under the Indenture; and 3.2 No waiver provided herein shall remain (v) waive the Financial Covenant Default, and (except as otherwise set forth in effect after this Limited Waiver) their rights and remedies under the Limited Waiver Termination Date. Upon Indenture with respect to the Limited Waiver Termination DateFinancial Covenant Default, as well as compliance with Section 4.17 of the Anticipated Defaults Indenture from and including the date hereof until February 15, 2025, and neither the Financial Covenant Default nor any such non-compliance with Section 4.17 of the Indenture from and including the date hereof until February 15, 2025 shall be deemed to be Events considered a Default or an Event of Default in full under the Indenture; provided that, if any Default or Event of Default occurs under any Transaction Document prior to February 15, 2025, this Section 3(a)(iv) shall immediately and automatically terminate and be of no force and effect, having occurred as and the Financial Covenant Default shall constitute an immediate Event of September 30Default under the Indenture retroactive to November 1, 2012 2024. To avoid doubt, to the extent that, the Company fails to satisfy the conditions set forth in Section 5 of this Limited Waiver or to comply in any manner with Sections 4 and continuing uninterrupted thereafter for all purposes6 of this Limited Waiver, including(w) this Section 3(a) (other than this sentence) shall immediately and automatically terminate and be of no force and effect, without limitation(x) the First Interest Payment Default, for purposes the Second Interest Payment Default and the Third Interest Payment Default shall each constitute an immediate Event of calculating Default under the Indenture retroactive to August 15, 2023, February 15, 2024 and charging default interest August 15, 2024, respectively, (y) the Registration Default shall constitute an immediate Event of Default under the Indenture retroactive to May 14, 2023, and (z) the Financial Covenant Default shall constitute an immediate Event of Default under the Indenture retroactive to November 1, 2024. (b) The waivers contained in this Limited Waiver pertain strictly to the Interest Payment Defaults, the Registration Default, the Financial Covenant Default and the compliance with Section 2.9(c) 4.17 of the Credit Agreement, Indenture and shall not be interpreted or construed as a waiver of compliance by the Administrative Agent and the Lenders shall retain all Company or any other Note Party with any other provision of the rights and remedies related thereto. This Agreement shall not have the effect Indenture or any other Default or Event of tolling Default whether now existing or extending any applicable cure period beyond the period that would have applied absent this Agreementhereafter arising. Nothing in this Agreement Limited Waiver constitutes or shall be deemed to constitute a waiver by of compliance with respect to any other term, provision, remedy or condition of the Administrative Agent Transaction Documents or the Lenders of any Default, whether now existing or hereafter arising, or of prejudice any right or remedy that the Administrative Agent Trustee, the Collateral Trustee or the Lenders Holders have or in the future 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 the Transaction Documents, all 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,which otherwise remain unchanged and in full force and effect.

Appears in 2 contracts

Samples: Limited Waiver (Electra Battery Materials Corp), Limited Waiver (Electra Battery Materials Corp)

Limited Waiver. 3.1 2.1 Solely during the Waiver Period (as defined below) and not at any other time, the Lenders hereby agree to temporarily waive the Anticipated Specified Defaults and the right to accelerate the Obligations as a result thereof. During the Waiver Period, the Anticipated Specified 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 Specified 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 2.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Date, (i) 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 and (ii) all other Specified Defaults shall be deemed to be Events of Default in full force and effect, having occurred as of December 31, 2012 and continuing uninterrupted thereafter, in each case of clauses (i) and (ii), 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 2.3 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,

Appears in 2 contracts

Samples: Credit Agreement (Dial Global, Inc. /De/), Third Limited Waiver to Credit Agreement (Dial Global, Inc. /De/)

Limited Waiver. 3.1 Solely during (a) The Borrower and each Guarantor party hereto hereby acknowledge the Waiver Period existence of the Designated Default and each Default that may have arisen out of a representation or warranty made by the Borrower that no Default had occurred and was continuing (as defined belowbut only to the extent such representation or warranty was untrue solely due to the Designated Default) (the “Representation Defaults” and not at any other timetogether with the Designated Defaults, the “Subject Defaults”). Subject to the terms and conditions of this Agreement, 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 Subject Defaults. (b) The waiver by the Lenders shall have no right to enforce rights or exercise remedies with respect described in this Section 2 is limited to the Anticipated Subject Defaults. The waivers provided pursuant Such waiver is limited to the terms of this Agreement extent expressly described herein and 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 not be deemed construed to be Events of Default in full force and effecta consent to, having occurred as of September 30or a permanent waiver of, 2012 and continuing uninterrupted thereafter for all purposes, including, without limitation, for purposes of calculating and charging default interest under noncompliance with Section 2.9(c9.01(b) of the Credit Agreement, and or any other terms, provisions, covenants, warranties, or agreements contained in the Administrative Agent and the Lenders shall retain all Credit Agreement or in any of the other Loan Documents. The Lenders expressly reserve the right to exercise any rights and remedies related theretoavailable to them in connection with any other present or future Defaults with respect to the Credit Agreement or any other provision of any Loan Document other than the Subject Defaults. This Agreement The description herein of the Subject Defaults is based upon the information provided to the Lenders on or prior to the date hereof and 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 exclude the Administrative Agent or the Lenders existence 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 DefaultDefaults. Neither this Agreement nor any course of dealing or delay or The failure of the Lenders to give notice to any Loan Party of any such other Defaults is not intended to be nor shall be a waiver thereof. Each Loan Party hereby agrees and acknowledges that the Lenders require and will require strict performance by the Loan Parties of all of their respective obligations, agreements, and covenants contained in the Credit Agreement and the other Loan Documents, and no inaction or action by the Administrative Agent, the Issuing Bank, or any Lender regarding any Default (including but not limited to the Subject Defaults) is intended to be or shall be a waiver thereof other than the waiver of the Subject Defaults expressly provided for in this Section 2. Other than the waiver of the Subject Defaults expressly provided for in this Section 2, each Loan Party hereby also agrees and acknowledges that no course of dealing and no delay in exercising any right, remedypower, power or privilege under remedy conferred to any Lender in the Credit Agreement or in connection with any Event of Default shall affect any other Loan Document or future exercise thereof now or the existence hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of any other right, remedy, power or privilege, except to the extent expressly set forth herein; nor shall any single or partial exercise of otherwise prejudice any such right, remedypower, power or privilege or any abandonment or discontinuance of remedy (collectively, 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“Lender Rights”). For the purposes avoidance of doubt, each Loan Party also agrees and acknowledges that neither the waiver provided in this Agreement nor any other waiver provided by the Lenders prior to the date hereof shall operate as a waiver of or otherwise prejudice any of the Lender Rights other than the waiver of the Subject Defaults expressly provided for in this Section 2 or such other waivers of specified Defaults expressly provided by the Lenders prior to the date hereof,.

Appears in 2 contracts

Samples: Limited Waiver Agreement (Lonestar Resources US Inc.), Limited Waiver Agreement (Lonestar Resources US Inc.)

Limited Waiver. 3.1 Solely during The Consenting Lenders party hereto (constituting the Waiver Period (as defined belowRequired Lenders) 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 hereby waive (the “Waiver”), on a one-time basis, the Specified Event of Default. This Waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach, Default or Event of Default other than as specifically waived herein nor as a waiver of any breach, Default or Event of Default of which the Lenders shall have no not been informed by the Loan Parties, (b) affect the right of the Lenders to enforce demand compliance by the Loan Parties with all terms and conditions of the Loan Documents, except as specifically modified or waived by this Waiver, (c) be deemed a waiver of any transaction or future action on the part of the Loan Parties requiring the Lenders’ or the Required Lenders’ consent or approval under the Loan Documents, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or exercise remedies under the Credit Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default (other than with respect to the Anticipated Defaults. The waivers provided pursuant to the terms of this Agreement shall automatically and without further action Default 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 effectwaived hereby, having occurred as including the Specified Event of September 30Default) which may now exist or otherwise, 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 such 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 hereby being 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 Partyreserved. 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,

Appears in 2 contracts

Samples: Revolving Credit Agreement (PERRIGO Co PLC), Term Loan Credit Agreement (PERRIGO Co PLC)

Limited Waiver. 3.1 Solely during Subject to the terms and conditions set forth in this Limited Waiver Period (as defined below) and not at the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other timethan the Specified Interest Payment Default, the Lenders Lender hereby agree to temporarily waive (a) agrees that the Anticipated Defaults interest payment otherwise due and payable by Borrower under the Loan Agreement and the right other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to accelerate herein (i) is temporary only and, if the Obligations interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result thereof. During the Waiver Periodresult, the Anticipated Defaults waiver shall no longer be deemed valid and shall not to have occurred impair, restrict or be continuing, and limit any right or remedy of the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies Lender with respect to the Anticipated Defaults. The waivers provided pursuant Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the terms of this Agreement Specified Interest Payment Default, 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 not be deemed to be Events a consent to any amendment, waiver or modification of Default any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain 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(iii) 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 extend nor be deemed to constitute a waiver by the Administrative Agent extend to any other Default or the Lenders Event of any Default, whether Default that may now existing exist or hereafter arisingarise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or of limit any right or remedy the Administrative Agent or the Lenders may have under any of the Loan Documents or applicable law, except Lender with respect 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 Default that may now exist or hereafter arise under the Loan Agreement nor or any of the other Loan Documents, and (v) shall not constitute any course of dealing or delay or failure other basis for altering any obligation of any member of the Lenders in exercising Borrower Group or any right, remedyprivilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, power and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under or in connection with any Event of Default this Limited Waiver, shall affect any other or future exercise thereof or the existence of any other rightoperate as a waiver thereof, remedy, power or privilege, except to the extent expressly set forth herein; nor shall any single or partial exercise of any such right, remedypower, power remedy or privilege or any abandonment or discontinuance of the steps to enforce any such right, remedy, power or privilege (pursuant to under this Agreement or otherwise) Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, remedypower, power remedy or privilege, except to the extent expressly set forth herein. For the purposes hereof,.

Appears in 2 contracts

Samples: Limited Waiver to Construction Loan Agreement (Sammons Enterprises, Inc.), Construction Loan Agreement (North American Technologies Group Inc /Tx/)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period satisfaction of the conditions precedent set forth in Section 2 of this Waiver, Agent (as defined belowat the direction of the Lenders) and the Lenders party hereto (constituting the Required Lenders) hereby grant the Requested Waiver; provided, that the 2021 Financials, the 2021 Compliance Certificate, the BoA Financials and the BoA Compliance Certificate are delivered to the Administrative Agent, for delivery to the Lenders on or before June 8, 2021 (or such later date to which the Required Lenders may agree in writing, which shall include, for the avoidance of doubt, written confirmation by e-mail); provided, further that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not at (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other timethan as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as set forth specifically herein, diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby agree to temporarily waive the Anticipated Defaults reserve all of such rights 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 Dateremedies. Upon the Limited expiration of the Requested Waiver, each Potential Event of Default, to the extent not cured prior to the expiration of the Requested Waiver, shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver Termination Dateis in effect, to the Anticipated Defaults extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default, a Default shall be deemed to be Events of Default in full force and effect, having have 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) such provisions as a result of the Credit Agreement, and Potential Events of Defaults notwithstanding 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 PartyRequested Waiver. 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,

Appears in 1 contract

Samples: Limited Waiver to Third Amended and Restated Credit Agreement (Sequential Brands Group, Inc.)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period (as defined below) and not at any other timesatisfaction of the conditions precedent set forth in Section 4 of this Waiver, 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 party hereto hereby grant an extension to the Anticipated Defaults. The waivers provided pursuant Requested Waiver through January 31, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the terms extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of this Agreement shall automatically and without further action (i) any breach, Default or notice Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any party expire Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the Limited Waiver Termination Date part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (as defined below). 3.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Dated) diminish, the Anticipated Defaults shall be deemed to be Events prejudice or waive any of Default in full force Agent’s or any Lender’s rights 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 remedies 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 other Loan Documents Documents, or applicable law, except whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on January 31, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, 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 provision of the Borrower Credit Agreement or any other Loan Party. 3.3 Notwithstanding anything to Document is qualified by, or requires the contrary herein, the Lenders do not now waive, nor do they agree that they will waive in the futureabsence of, any further Default or Event of Default. Neither this Agreement nor any course of dealing , a Default 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 be deemed to have occurred for purposes 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 provisions as a result of the steps to enforce any such right, remedy, power or privilege (pursuant to this Agreement or otherwise) preclude any further exercise thereof or Specified Events of any other right, remedy, power or privilege, except to Default notwithstanding the extent expressly set forth herein. For the purposes hereof,Requested Waiver.

Appears in 1 contract

Samples: Limited Waiver and Consent to Credit Agreement (Sequential Brands Group, Inc.)

Limited Waiver. 3.1 Solely during The Lenders waive any Default or Event of Default (i) existing on or prior to the Waiver Period date hereof arising under Section 7.01 of the Credit Agreement as a result of the breach by the Borrower of Section 5.09 of the Credit Agreement to the extent, and only to the extent, that such Default or Event of Default resulted or results from the Borrower’s failure to cause each of its direct and indirect Domestic Subsidiaries to become a Guarantor; provided that each Domestic Subsidiary executes a Guaranty on or prior to the effective date of this Amendment, (ii) existing on or prior to the date hereof arising under Section 7.01 of the Credit Agreement as a result of a breach by the Borrower of any representation and warranty of the Credit Agreement by reason of the occurrence of the Data Security Breach of 2008 (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, as amended) and (iii) existing on or prior to the Administrative Agent and the Lenders shall retain all date hereof arising under Section 7.01 of the rights Credit Agreement as a result of the breach by the Borrower of Section 6.09 of the Credit Agreement for the fiscal quarter ended June 30, 2009, to the extent, and remedies only to the extent, that such Default or Event of Default resulted or results from EBITDA being reduced by charges related theretoto the Data Security Breach of 2008 in an aggregate amount not to exceed $200,000,000. 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 Except as expressly set forth in this Agreement Section 10, nothing contained in this Amendment shall be deemed to constitute construed as a consent or waiver by the Administrative Agent or the Lenders any Lender of any Defaultother covenant or provision of the Credit Agreement or the other Loan Documents, whether now existing or hereafter arising, or and the failure of any right or remedy the Administrative Agent or the Lenders may have under at any time or times hereafter to require strict performance by the Borrower or any other Loan Party of any provision thereof shall not waive, affect or diminish any rights of the Loan Documents Administrative Agent or applicable law, except the Lenders to the extent expressly thereafter demand strict compliance therewith. Nothing set forth herein, nor herein shall the Lenders’ execution and delivery of this Agreement establish constitute a course of dealing among the Lenders parties, and neither the Borrower or in any way obligate Administrative Agent nor the Lenders shall have any obligation to hereafter provide further amend, waive or modify 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 terms and provisions of the Borrower Credit Agreement or any of the other Loan PartyDocuments. 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,

Appears in 1 contract

Samples: Credit Agreement (Heartland Payment Systems Inc)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined belowa) and not at any other time, the Lenders hereby agree Pursuant 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(c6.1(e) of the Credit Loan Agreement, and an Event of Default shall occur upon 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 default by the Administrative Agent or Borrower in the Lenders performance of any Default, whether now existing material covenant or hereafter arising, undertaking to be performed or of any right or remedy observed by the Administrative Agent or the Lenders may have Borrower under any provision of the Loan Documents or applicable law, except Agreement. The Borrower hereby inform the Agent of the failure to comply with the requirement of Section 5.1(l)(i) that the Borrower shall furnish 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 Trustee and the Borrower Agent copies of the form of each proposed amendment to the Trust Agreement, the Master Servicing Agreement, the Back-up Servicing Agreement or in any way obligate the Lenders to hereafter provide any further waiver of any kind, to provide any further time Subservicing Agreement at least sixty (60) days prior to the enforcement proposed date of their rights or to provide adoption of any other financial accommodations to or on behalf of such proposed amendment (the “Sixty Day Notice Event”). The Borrower or any other Loan Party. 3.3 Notwithstanding anything to hereby requests that the contrary herein, the Lenders do not now waive, nor do they agree that they will Agent 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 occurring as a result of such Sixty Day Notice Event. Subject to the following, the Agent hereby waives such Event of Default. (b) Other than as provided in subsection (a) above, the Agent has not waived, is not by this Section 9.12 waiving, and has no intention of waiving, any Event of Default which may be continuing on the date hereof and, other than as provided in this Section 9.12, the Agent has not agreed to forbear with respect to any of its rights or future remedies concerning any Event of Default which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. The Agent reserves the right, in its sole discretion, to exercise thereof any or all of its rights and remedies under this Loan Agreement and the existence other Transaction Documents as a result of any other rightEvent of Default (other than as described herein) which may be continuing on the date hereof or any Event of Default which may occur after the date hereof, remedyand Agent has not waived any of such rights or remedies, power and nothing in this Loan Agreement, and no delay on its part in exercising any such rights or privilegeremedies, except to the extent expressly set forth herein; nor shall any single should, or partial exercise shall, be construed as a waiver of any such right, remedy, power rights 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,remedies

Appears in 1 contract

Samples: Variable Funding Loan Agreement (Walter Industries Inc /New/)

Limited Waiver. 3.1 Solely during The Administrative Agent and Lenders acknowledge receipt of materials provided by the Waiver Period Parent and distributed to the Lenders on June 23, 2020 (as defined below) and not at any other timethe “Specified Disclosure”). On the Amendment Effective Date, the Required Lenders hereby agree to temporarily waive any Potential Default or Event of Default that may arise under Section 8.1.9 of the Anticipated Defaults and the right to accelerate the Obligations Credit Agreement as a result thereof. During of the Waiver Period, situation described in the Anticipated Defaults shall be deemed Specified Disclosure (the “Potential Specified Default”) and agree not to have occurred enforce their rights and remedies under the Credit Agreement with respect to any Potential Specified Default so long as (i) no later than ninety (90) days after the Amendment Effective Date (or be continuing, and such later date as agreed by the Administrative Agent in its sole discretion), the Parent shall make senior management available for an update call with the Administrative Agent to provide a summary of the investigation results and description of subsequent actions taken, if any, in connection with the Lenders shall have no right to enforce rights or exercise remedies with respect to situation described in the Anticipated Defaults. The waivers Specified Disclosure and (ii) the information provided pursuant to the terms of this Agreement shall automatically and without further action or notice by any party expire on foregoing clause (i) is reasonably acceptable to 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 purposesAdministrative Agent, including, without limitation, for purposes that the situation described in the Specified Disclosure has not resulted in any material fines, penalties, or other similar material liabilities to the Borrowers or any of calculating their respective Subsidiaries. The waivers described in this Section 3 are limited to the specific covenants referenced and charging default interest under Section 2.9(c) do not constitute a waiver of any other covenant or provision of the Credit AgreementAgreement or any other Loan Document, nor do such waivers indicate any agreement on the part of the Lenders to grant any such waivers in the future. In all other respects, each of the Loan Parties shall be and remain in full compliance with the Credit Agreement and the Administrative Agent and the Lenders shall retain all of the rights and remedies related thereto. This Agreement foregoing waiver shall not have the effect extend to prejudice any rights 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 respect of any other rightbreach, remedyif any, power or privilege, except to the extent expressly set forth herein; nor shall by 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 Loan Party of any other right, remedy, power or privilege, except to provisions of the extent expressly set forth herein. For the purposes hereof,Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Stoneridge Inc)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined belowa) 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 Subject 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 DateAmendment, 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 Collateral Agent and the Lenders shall retain all hereby waive the Borrower’s compliance with each of the rights Specified Covenants for the applicable Specified Period; provided that: (i) In lieu of delivering the financial statements as set forth in the Monthly Financial Statement Covenant for the Monthly Financial Statement Specified Period, Borrower shall instead deliver to each Lender during the Monthly Financial Statement Specified Period, as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and, if prepared by Borrower or if reasonably requested by the Lenders, consolidating reports of cash, accounts payable, accounts receivable and remedies related theretorevenue of Borrower and its consolidated Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent. This Agreement Concurrently with the delivery of the foregoing, Borrower shall deliver to each Lender each of the deliverables set forth in Section 6.2(b) of the Loan and Security Agreement; and (ii) Notwithstanding the terms of the Quarterly Financial Statement Covenant, Borrower shall deliver to each Lender as soon as available, but no later than June 29, 2020, a company prepared consolidated and, if prepared by Borrower or if reasonably requested by the Lenders, consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Borrower and its consolidated Subsidiaries for the fiscal quarter ending March 31, 2020, certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent. (b) Notwithstanding the terms of Section 7.4 of the Loan and Security Agreement, Borrower shall be permitted to incur Indebtedness consisting of the PPP Loan; provided that (i) such loan shall be unsecured and shall not have contain any terms or conditions that are adverse to Collateral Agent's and the effect Lenders' rights under the Loan and Security Agreement, including with respect to collateral, priority, preference and repayment terms, (ii) such loan shall be subject to Collateral Agent's written approval in its reasonable discretion prior to the closing thereof so long as Borrower is provided an opportunity to notify Collateral Agent of tolling or extending the loan closing prior to such loan being funded and (iii) any applicable cure period beyond material modification to such loan shall be subject to Collateral Agent's written approval. (c) Collateral Agent’s and the period that would have applied absent this Agreement. Nothing Lenders’ agreement to waive the Borrower’s compliance with the Specified Covenants (i) in this Agreement no way shall be deemed to constitute a waiver an agreement by the Administrative Collateral Agent or the Lenders to waive the Loan Parties’ compliance with the Specified Covenants as of all other dates, (ii) shall not limit or impair Collateral Agent’s or the Lenders’ rights to demand strict performance of all other covenants as of all other dates and (iii) shall not limit or impair Collateral Agent’s or the Lenders’ right to demand strict performance of all other covenants as of any Defaultdate. For the avoidance of doubt, whether now existing Collateral Agent’s and the Lenders’ waiver of Borrower’s compliance with the Specified Covenants shall apply only to the applicable Specified Period. (d) The waivers set forth in this Section 2 are effective 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 hereafter arising, modification of any other term or condition of any Loan Document or (ii) otherwise prejudice any right or remedy the Administrative which Collateral Agent or the Lenders may now 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 may have 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 future 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,Loan Document.

Appears in 1 contract

Samples: Loan and Security Agreement (Apollo Endosurgery, Inc.)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined below) and not at any other timeIn Amendment No. 8, 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 party thereto waived any requirements to enforce rights or exercise remedies with respect to prepay the Anticipated Defaults. The waivers provided Term Loan 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 Existing Credit AgreementAgreement solely with respect to capital contributions to Holdings made subsequent to the Amendment No. 8 Effective Date and prior to June 30, 2023 in an aggregate amount of up to $1,500,000 to be used for working capital or general corporate purposes of Holdings and its Subsidiaries, including for Investments and Permitted Acquisitions, provided, that no later than the third Business Day following receipt by Holdings of the first such capital contribution, Borrower shall prepay the Term Loan in an aggregate amount equal to $50,000. Subject to the satisfaction of all of the conditions set forth in Section 4 below, effective as of the Effective Date, the Administrative Agent and the Lenders shall retain all party hereto constituting Required Lenders hereby waive the obligation of Borrower to prepay the rights Term Loan in the aggregate amount equal to $50,000, in connection with an aggregate amount of up to a $1,500,000 capital contribution(s) to Holdings made subsequent to Amendment No. 8 Effective Date and remedies related thereto. This Agreement prior to June 30, 2023, provided that Borrower prepays the Term Loan in the amount of (i) $25,000 prior to June 30, 2023 and (ii) $25,000 on or prior to December 31, 2023 and, for the avoidance of doubt, the waiver of such one lump-sum pre-payment and accommodation for allowing the pre-payment to be effected in two installments shall not have be an Event of Default under the effect of tolling or extending any applicable cure period beyond the period that would have applied absent this Existing Credit Agreement. Nothing The waiver set forth in this Agreement Section 3 is a limited waiver, shall be limited precisely as written, and, except as expressly provided herein, shall not be deemed or otherwise construed to (i) constitute a waiver by of any other term or provision of the Existing Credit Agreement or any of the other Credit Documents or (ii) operate as a waiver of any right, power or remedy of any Lender or 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 PartyCredit Documents. 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,

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Waitr Holdings Inc.)

Limited Waiver. 3.1 Solely during (a) Subject to the Waiver Period (as defined below) terms and not at any other timeconditions herein set forth and in reliance upon the Loan Parties’ representations, acknowledgments, agreements and warranties herein contained, including, without limitation, the Lenders hereby agree to temporarily waive satisfaction of the Anticipated Defaults and the right to accelerate the Obligations as a result thereof. During the Waiver Periodconditions precedent described in Section 5 herein, the Anticipated Defaults shall be deemed not to have occurred or be continuing, and the Administrative Agent and the Lenders agree that during the Waiver Period, (i) the Non-Compliance Events are waived and (ii) no interest at the Default Rate will be charged, accrued or paid in respect of any Non-Compliance Event, and any such amount accrued or charged prior to the Waiver period is waived. The Administrative Agent’s and the Lenders’ agreement to waive the Non-Compliance Events is temporary and limited in nature and shall have no right not be deemed: (i) to enforce preclude or prevent the Administrative Agent, the Lenders and/or any other Secured Party from exercising any rights and remedies under the Loan Documents, applicable law or exercise remedies otherwise arising on account of (A) any Default or Event of Default (other than in respect of the Non-Compliance Events) or (B) the Non-Compliance Events to the extent still existing after the Waiver Period; (ii) to effect any amendment of the Credit Agreement or any of the other Loan Documents, all of which shall remain in full force and effect in accordance with their respective terms; (iii) to constitute a waiver of any other Default or Event of Default (whether now existing or hereafter occurring) or any term or provision of the Credit Agreement or any of the other Loan Documents other than the waivers contained in the first sentence of this clause (a); or (iv) to establish a custom or course of dealing among the Borrower, any other Loan Party and the Administrative Agent, the Lenders and/or any other Secured Party. Notwithstanding the above, the waiver provided in the first sentence of this Section 3(a) shall be permanent upon the consummation of the Recapitalization Transaction. (b) The Recitals to this Agreement are hereby incorporated by reference as fully set forth herein and the Loan Parties represent, warrant, and acknowledge that such Recitals are true and correct. (c) The temporary waiver of the Non-Compliance Events shall terminate upon the occurrence of any one or more of the following events (each, a “Waiver Termination Event”): (i) Any Loan Party repudiates or asserts a defense to any obligation or liability under this Agreement, the Credit Agreement or any other Loan Document or makes or pursues a claim against the Administrative Agent or any Lender; and/or (ii) Any Loan Party fails to observe or perform any of its agreements, conditions or undertakings set forth in this Agreement; and/or (iii) The occurrence or existence of any Event of Default under the Credit Agreement or any other Loan Document (except with respect to the Anticipated Defaults. The waivers provided pursuant to the terms of this Agreement shall automatically and without further action Non-Compliance Events), or notice any breach or default 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 DateLoan Party of any term, the Anticipated Defaults shall be deemed to be Events of Default in full force and effectcovenant, having occurred as of September 30condition, 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 representation or extending any applicable cure period beyond the period that would have applied absent this Agreement. Nothing warranty set forth in this Agreement shall be deemed to constitute a waiver by the Administrative Agent or the Lenders of any DefaultAmendment, in each case, whether now existing or hereafter arisingoccurring; and/or (iv) Any representation, warranty or statement of any right Loan Party contained herein or remedy in any financial statements (other than with respect to any projections or forward looking financial information, to the extent such information was prepared in good faith) of any Loan Party provided to the Administrative Agent or and/or the Lenders may in connection herewith shall have been false or incorrect in any material respect (or, with respect to those representations and warranties expressly limited by their terms by materiality or material adverse effect qualifications, in any respect); and/or (v) The release of the Secured Parties set forth below is alleged to be invalid or unenforceable by any claim or proceeding initiated or commenced in favor of, through, or by any Loan Party or any other Person; (vi) The Borrower amends, supplements, waives or otherwise modifies (or permits the amendment, supplement or other modification of) the Equity Backstop Commitment Letter or consents to the assignment of any obligations of Vintage Capital Management, LLC or X. Xxxxx Financial, Inc. set forth therein without the prior written consent of the Administrative Agent and the Required Lenders; (vii) Vintage Capital Management, LLC or X. Xxxxx Financial, Inc. (as applicable) amends, supplements, modifies, terminates, breaches, defaults under, or fails to perform the Equity Backstop Commitment Letter or seeks to assign to any other party any obligations set forth therein without the prior written consent of the Administrative Agent and the Required Lenders; provided further that time is of the essence with respect to Vintage Capital Management, LLC’s and X. Xxxxx Financial Inc.’s obligations under the Equity Backstop Commitment Letter; (viii) The consummation of the Recapitalization Transaction; and/or (ix) 5:00 p.m. (New York City time) on May 22, 2018. Notwithstanding any provision of the Credit Agreement, this Agreement or any other Loan Document to the contrary, upon the occurrence of a Waiver Termination Event, the Administrative Agent and/or the Required Lenders may, at their option, terminate the Waiver Period (provided that upon the occurrence of any of the Loan Documents or applicable law, except to the extent expressly Waiver Termination Events set forth hereinin clauses (vi), nor (vii), (viii) and (ix), the Waiver Period shall the Lenders’ execution automatically terminate) and, at their option and delivery of this Agreement establish a course of dealing among the Lenders and the Borrower or in any way obligate the Lenders without notice 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 Party except as otherwise required by the Loan Documents, exercise any and all rights and remedies pursuant to the contrary herein, the Lenders do not now waive, nor do they agree that they will waive in the future, any further Default Loan Documents or Event applicable law as a result 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 Non-Compliance Events or any abandonment or discontinuance of Other Default in such manner as 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 Administrative Agent and/or the extent expressly set forth herein. For the purposes hereof,Required Lenders in their sole and exclusive discretion determine.

Appears in 1 contract

Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)

Limited Waiver. 3.1 Solely during 2.01 The undersigned Lenders (representing at least the Required Lenders) hereby waive (subject to the terms and conditions hereof), for the Limited Waiver Period (as defined below) and not at any other timeonly, the Specified Events of Default (the waiver granted in this sentence is referred to below as the “Limited Waiver”). (For the avoidance of doubt, the Required Lenders hereby agree to temporarily waive the Anticipated Defaults and shall not have the right to accelerate impose during the Obligations Limited Waiver Period the additional 2% default rate(s) under Sections 4.1 or 5.2(a) of the Credit Agreement by reason of the Specified Events of Default but shall have the right to do so upon the occurrence and during the continuance of any other Event of Default.) The Limited Waiver is limited solely to the Specified Events of Default and shall not apply to any other Events of Default and is also limited solely to the Limited Waiver Period and shall not extend to any period beyond the Limited Waiver Period. Without limiting the generality of the immediately preceding sentence, the Borrowers (and other Credit Parties) hereby acknowledge and agree that (i) the Limited Waiver does not apply to any breach of Sections 11.14.1 or 11.14.3 of the Credit Agreement other than the breach of Section 11.14.1 for the Computation Period ending March 31, 2009 and the breach of Section 11.4.3 as a result thereof. During of the last day of the Computation Period ending March 31, 2009 and (ii) after the Limited Waiver Period, the Anticipated Defaults Specified Events of Default shall (unless otherwise hereafter waived in writing by the Required Lenders (it being understood and agreed that any such waiver would be deemed not at the sole and absolute discretion of the Required Lenders and no Lender has any obligation to have occurred or grant such waiver)) exist and be continuing, continuing Events of Default for all purposes and the Lenders and the Administrative Agent and the Lenders shall have no the right at any time (including immediately) to enforce exercise any or all of their respective rights or exercise and remedies under the Loan Documents and under applicable law 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 Specified Events of Default in full force and effect, having occurred as of September 30, 2012 and continuing uninterrupted thereafter for all purposes, including, including without limitation, for purposes of calculating and charging limitation the right to impose the default interest rates under Section 2.9(c4.1 or 5.2(a) of the Credit Agreement, accelerate any or all the Loans or other Obligations, refuse to make any additional Revolving Loans or to issue any additional Letters of Credit, terminate the Commitments and/or realize on the Collateral. Each of the Borrowers and the Administrative Agent other Credit Parties hereby consents to, and acknowledges the availability of, each and every right and remedy set forth in the Credit Agreement, the Guaranty and Collateral Agreement 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 other Loan Documents or applicable law, except with respect 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 Specified Events of Default shall affect any other or future exercise thereof or after 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,Limited Waiver Period.

Appears in 1 contract

Samples: Modification and Limited Waiver Agreement (Baldwin Technology Co Inc)

Limited Waiver. 3.1 Solely during In consideration of the Waiver Period (as defined below) agreements and not obligations of Tenant set forth in Section 2 of this First Amendment, Landlord hereby agrees that, notwithstanding anything in Section 21.1.1 of the Lease to the contrary, if Tenant shall fail to satisfy its obligation under Section 21.1.1 to pay Minimum Rent at any other time, a Lease Rate of at least 6.0% for Fiscal Year 2010 and/or Fiscal Year 2011 on or before the Lenders hereby agree to temporarily waive expiration of the Anticipated Defaults and the right to accelerate the Obligations as a result thereof. During the Waiver Lease Rate Cure Period, such failure shall not be deemed an Event of Default by Tenant under the Anticipated Defaults Leases; provided, however, that it is expressly understood and agreed by Landlord and Tenant that the foregoing (i) shall be deemed not a one-time waiver by Landlord of Tenant’s obligations under Section 21.1.1 of the Lease, shall be limited to have occurred or be continuing, and the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies Tenant’s obligation with respect to the Anticipated Defaults. The waivers provided pursuant payment of Minimum Rent for Fiscal Year 2010 and/or Fiscal Year 2011, as applicable, only, and Tenant’s obligation to fully comply with the terms provisions of this Agreement shall automatically Section 21.1.1 of the Lease with respect to Fiscal Year 2012 and without further action or notice by any party expire on each Fiscal Year thereafter during the Limited Waiver Termination Date (as defined below). 3.2 No waiver provided herein Term 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 (ii) shall not be construed or deemed in any manner whatsoever to constitute a concession or forgiveness of September 30Rent, 2012 and continuing uninterrupted thereafter for all purposesAdditional Rent, includingAdditional Charges or of any other applicable payment obligations by Tenant under the Lease, without limitation, for purposes of calculating and charging default interest under Section 2.9(c(iii) of the Credit Agreementshall not, 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 does not, constitute a waiver by the Administrative Agent or the Lenders Landlord of Landlord’s right to terminate any Default, whether now existing or hereafter arising, or one (1) of any right or remedy the Administrative Agent or the Lenders may have under any more of the Loan Documents Leases in the event that Tenant shall fail to satisfy its obligation under Section 21.1.1 to pay Minimum Rent at a Lease Rate of at least 6.0% for Fiscal Year 2010 and/or Fiscal Year 2011 on or applicable lawbefore the expiration of the Lease Rate Cure Period, except to the extent expressly and (iv) shall not, and does not, other than as specifically set forth herein, nor shall the Lenders’ execution and delivery in this Section 3 of this Agreement establish First Amendment, constitute 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 kindother rights or remedies of Landlord to fully enforce the terms and conditions of the Lease, to provide any further time prior and, accordingly, all terms and provisions of, and rights and remedies of Landlord under, the Lease hereby remain in full force and effect, subject 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 limited waiver set forth herein; nor shall any single or partial exercise this Section 3 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,First Amendment.

Appears in 1 contract

Samples: Lease Agreement (CNL Income Mesa Del Sol, LLC)

Limited Waiver. 3.1 Solely during Subject to the terms and conditions set forth in this Limited Waiver Period (as defined below) and not at the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other timethan the Specified Interest Payment Default, the Lenders Lender hereby agree to temporarily waive (a) agrees that the Anticipated Defaults interest payment otherwise due and payable by Borrower under the Loan Agreement and the right other Loan Documents on July 1, 2009, shall be deferred until July 31, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on July 31, 2009. The waiver agreed to accelerate herein (i) is temporary only and, if the Obligations interest payment deferred by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on July 31, 2009, the waiver shall terminate and, as a result thereof. During the Waiver Periodresult, the Anticipated Defaults waiver shall no longer be deemed valid and shall not to have occurred impair, restrict or be continuing, and limit any right or remedy of the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies Lender with respect to the Anticipated Defaults. The waivers provided pursuant Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the terms Specified Interest Payment Default, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of this the Loan 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 other Loan Documents 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 in each instance as of September 30amended hereby, 2012 and continuing uninterrupted thereafter for all purposes, including, without limitation, for purposes of calculating and charging default interest under Section 2.9(c(iii) 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 extend nor be deemed to constitute a waiver by the Administrative Agent extend to any other Default or the Lenders Event of any Default, whether Default that may now existing exist or hereafter arisingarise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or of limit any right or remedy the Administrative Agent or the Lenders may have under any of the Loan Documents or applicable law, except Lender with respect 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 Default that may now exist or hereafter arise under the Loan Agreement nor or any of the other Loan Documents, and (v) shall not constitute any course of dealing or delay or failure other basis for altering any obligation of any member of the Lenders in exercising Borrower Group or any right, remedyprivilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, power and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under or in connection with any Event of Default this Limited Waiver, shall affect any other or future exercise thereof or the existence of any other rightoperate as a waiver thereof, remedy, power or privilege, except to the extent expressly set forth herein; nor shall any single or partial exercise of any such right, remedypower, power remedy or privilege or any abandonment or discontinuance of the steps to enforce any such right, remedy, power or privilege (pursuant to under this Agreement or otherwise) Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, remedypower, power remedy or privilege, except to the extent expressly set forth herein. For the purposes hereof,.

Appears in 1 contract

Samples: Construction Loan Agreement (Sammons Enterprises, Inc.)

Limited Waiver. 3.1 Solely during As of the Waiver Period date of this Amendment, subject to the terms and conditions of this Amendment, including, without limitation clauses (as defined a) through (c) below) and not at any other time, the Agent and the Required Lenders hereby agree to temporarily waive the Anticipated Defaults application of the Audit Covenant through the earlier of (i) October 31, 2019 and (ii) the right date that any other Event of Default shall have occurred and be continuing; provided, that commencing on August 1, 2019, this limited waiver shall be subject to accelerate the Obligations following conditions: (a) The Loan Parties shall deliver to the Agent a Borrowing Base Certificate on Friday of each week (or, if Friday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Saturday (it being understood that any weekly Borrowing Base Certificate shall include the results of rolled forward information regarding Eligible Inventory and other items, as applicable); (b) The parties hereto hereby acknowledge and agree that, as of August 1, 2019, a result thereof. During the Waiver Period, the Anticipated Defaults Cash Dominion Event shall be deemed not to have occurred or and be continuing, and continuing for all purposes under the Administrative Agent and the Lenders Loan Documents; and (c) The Loan Parties shall have no right to enforce rights or exercise remedies with respect deliver 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 Agent a Cash Flow Forecast (as defined below) on Friday of each week (or, if Friday is not a Business Day, on the next succeeding Business Day). 3.2 No waiver provided herein . As used herein, the term “Cash Flow Forecast” shall remain in effect after mean the Limited Waiver Termination Date. Upon thirteen week cash flow forecast of the Limited Waiver Termination Loan Parties through the Maturity Date, and prepared by the Anticipated Defaults Loan Parties in consultation with AlixPartners LLP, and such forecast shall be approved in writing by, and shall be in form and substance reasonably satisfactory to, the Agent and the Required Lenders in their Permitted Discretion, which cash flow forecast shall depict, on a weekly basis, cash revenues, receipts, expenses and disbursements of the Loan Parties and their Subsidiaries. The limited waiver set forth herein is effective solely for the purposes set forth herein and shall be limited precisely as written. Except as expressly provided herein, this limited waiver shall not be deemed to (i) be Events a consent to any amendment, waiver or modification 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) any other term or condition 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 hereinDocument, the Lenders do not now waive, nor do they agree that they will waive in the future, any further Default (ii) operate as a waiver or Event of Default. Neither this Agreement nor any course of dealing or delay or failure of the Lenders in exercising otherwise prejudice any right, remedy, power or privilege remedy that the Agent or Lenders may now have or may have in the future under or in connection with any Event of Default shall affect the Credit Agreement or any other or future exercise thereof or the existence of any other right, remedy, power or privilegeLoan Document, except to the extent expressly as specifically set forth herein; nor , or (iii) create a course of dealing or to otherwise obligate in any respect any Lender or the Agent to execute any consent or grant any amendments or waiver under the same or similar or other circumstances in the future. This limited waiver shall any single or partial exercise of any such right, remedy, power or privilege or any abandonment or discontinuance be construed in connection with and as part 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,Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Sears Hometown & Outlet Stores, Inc.)

Limited Waiver. 3.1 Solely during (a) Subject to the Waiver Period other terms and conditions of this Agreement (as defined belowincluding the conditions precedent set forth in Section 4 hereof), but regardless of whether or not the Proposed Sale and the related Prepayment occur on or prior to March 31, 2009 or thereafter, the Administrative Agent and the Required Lenders hereby waive the Applicable Event of Default for all purposes of the Credit Agreement; provided that such waiver shall terminate on May 31, 2009 (the “Termination Date”) and not at shall be of no further force and effect after such Termination Date unless (i) the Proposed Sale, together with the related Prepayment, has been consummated on or before May 1, 2009 and (ii) after giving effect to the Proposed Sale and related Prepayment, and taking into account any other time, Debt reasonably expected to be incurred in connection with the Lenders hereby agree payment of approximately $3.7 million of Earn-Out Obligations payable to temporarily waive the Anticipated Defaults and the right to accelerate the Obligations International Paper Company as a result thereof. During of consummating the Waiver PeriodProposed Sale, the Anticipated Defaults Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 7.14 of the Credit Agreement as of March 31, 2009 (with the gain recognized from the Proposed Sale, which is expected to be approximately $15.7 million on an after-tax basis, being deemed included in Consolidated Net Income and EBITDA solely for purposes of establishing such pro forma compliance as of March 31, 2009). Accordingly, so long as the Termination Date shall be deemed not have occurred, the Administrative Agent, the L/C Issuer and the Swing Line Lender and the Lenders shall, subject to have occurred the terms and conditions set forth herein, forbear exercising their rights and remedies arising exclusively as a result of the Applicable Event of Default and continue to make Loans and to issue, extend, amend or be continuingrenew Letters of Credit to the Borrower in accordance with the terms of the Credit Agreement. (b) To the extent the Proposed Sale, together with the related Prepayment, is not consummated on or before May 1, 2009, the Borrower acknowledges and agrees that, unless the Administrative Agent and the requisite Lenders, in their sole discretion, further amend the Credit Agreement or otherwise agree in writing to continue this limited waiver beyond the Termination Date, an unwaived Event of Default will exist under the Credit Agreement as of May 31, 2009, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders shall have no right may pursue all rights and remedies available 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 them under Section 2.9(c) of the Credit Agreement, the Loan Documents and applicable law. The Borrower further acknowledges and agrees that to the extent any Defaults or Events of Default (other than the Applicable Event of Default) now exist or hereafter arise prior to the Termination Date (or otherwise), the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender and the Lenders shall retain may immediately pursue all of the rights and remedies related thereto. This Agreement shall not have available to them in respect thereof under the effect of tolling or extending any applicable cure period beyond the period that would have applied absent this Credit 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 other Loan Documents or and 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,

Appears in 1 contract

Samples: Credit Agreement (Kapstone Paper & Packaging Corp)

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’ By execution and delivery of this Agreement establish a course Agreement, each of dealing among the Lenders and the Borrower or in hereby temporarily waives 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 Default arising under Section 7(g) to the extent, and solely to the extent, such Default 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 is caused by a Specified Financial Statement Reporting Default. Each Lender also agrees that if (a) Holdings delivers its Form 10-Q for the fiscal quarter ended on or about June 28, 2013 to each of the trustees under each such indenture prior to the expiration of the sixty day grace period set forth therein (or prior to the expiration of any other extended grace period or future exercise thereof temporary waiver of a Specified Financial Reporting Default provided for in any Indenture Waiver), and such delivery is effective to cure the “Defaults” and “Events of Default” under and as defined in the applicable indentures caused by Holdings’s failure to deliver its quarterly financial statements on Form 10-Q in a timely manner, or (b) Holdings obtains Indenture Waivers under each of the Convertible Senior Note Indenture, the Senior Unsecured Note Indenture or the existence Subordinated Convertible Note Indenture that permanently waive the Specified Financial Reporting Defaults under each such indenture, the corresponding Default and Event of Default under Section 7(g) shall also be deemed cured. The foregoing temporary waiver shall automatically expire without any further action by any Person on the earliest of (x) October 28, 2013 unless (i) previously cured by Holdings on or prior to such date or (ii) Holdings has received, with respect to each such indenture, Indenture Waivers that either (A) extend the grace periods provided for in the indentures or (B) temporarily waive the Specified Financial Reporting Defaults, in which case this temporary waiver shall be extended until the earliest expiration date of any such grace period or temporary waiver provided for in such Indenture Waivers, (y) the commencement of any enforcement action, including any acceleration of the notes, under any such indenture and (z) the occurrence of any other right, remedy, power “Default” or privilege, except to the extent expressly set forth herein; nor shall “Event of Default” under 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 rightConvertible Senior Note Indenture, remedy, power the Senior Unsecured Note Indenture 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,Subordinated Convertible Note Indenture.

Appears in 1 contract

Samples: Credit Agreement (General Cable Corp /De/)

Limited Waiver. 3.1 Solely during Each Borrower and Guarantor hereby represents and warrants that no Default or Event of Default with respect to such Borrower or Guarantor has occurred and continues to exist immediately prior to the Waiver Period (as defined below) occurrence of the Second Amendment Effective Date and not at immediately prior to giving effect to the consummation of the Second Amendment other than any other timeDefault or Event of Default that may have been caused by, or may have resulted from, the inclusion in the Borrowing Base prior to August 3, 2009 or the inclusion in any Borrowing Base Certificate delivered prior to August 3, 2009, of the parcels of real property commonly known as Xxxxx Station Tract 3 and/or Xxxxx Tracts 4 and 5 (collectively, the “Prior Events”). In reliance upon such representation and warranty, upon the satisfaction of the conditions set forth in Section 2, the undersigned Lenders hereby waive any Defaults or Events of Default that may have been caused by or may have resulted from the Prior Events and agree that no representation or warranty given by any Borrower or Guarantor prior to temporarily waive the Anticipated Defaults and the right date hereof will be considered to accelerate the Obligations be false, incorrect or incomplete solely as a result thereofof the occurrence of the Prior Events. During Without limiting the Waiver Periodgenerality of the provisions of the covenants set forth in the Loan Agreement, the Anticipated Defaults waiver set forth herein shall be deemed not limited precisely as written and relates solely to have occurred or be continuing, any noncompliance by the Borrowers and the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies Guarantor with respect to the Anticipated Defaults. The waivers provided pursuant Prior Events in the manner and to the terms of extent described in this Agreement shall automatically paragraph, 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 nothing in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Date, the Anticipated Defaults this paragraph 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(a) 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 of noncompliance under the Loan Agreement relating to the inclusion of parcels that are not Eligible Projects in the Borrowing Base or any Borrowing Base Certificate in the future, (b) constitute a waiver of compliance by Borrowers and Guarantor with respect to any other term, provision or condition of the Administrative Agent Loan Agreement or the Lenders of any Default, whether now existing other Loan Document or hereafter arising, any other instrument or of agreement referred to herein or therein or (c) prejudice any right or remedy that the Administrative Agent, Issuing Lender, any Agent or the Lenders any Lender may now have or 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 future under or in connection with any Event of Default shall affect the Loan Agreement or any other Loan Document or future exercise thereof or the existence of any other right, remedy, power instrument or privilege, except agreement referred 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,therein.

Appears in 1 contract

Samples: Revolving Credit Loan Agreement (Orleans Homebuilders Inc)

Limited Waiver. 3.1 Solely during Each Borrower and Guarantor hereby represents and warrants that no Default or Event of Default with respect to such Borrower or Guarantor has occurred and continues to exist immediately prior to the Waiver Period occurrence of the First Amendment Effective Date and immediately prior to giving effect to the consummation of the First Amendment other than (as defined belowi) the Obligors’ failure to comply with the Liquidity covenant in Section 8.8 of the Loan Agreement for the quarter ending on December 31, 2008 resulting in an Event of Default under Section 9.2 of the Loan Agreement (the “Liquidity Event of Default”), and not at any other time(ii) the Obligors’ failure to comply with the requirement in Section 2.3.1.3 of the Loan Agreement to make a principal payment within five (5) Business Days after the delivery of the most recently delivered Borrowing Base Certificate in an amount that reduces the unpaid principal balance of all Loans to the Borrowing Base Availability set forth in such Borrowing Base Certificate resulting in an Event of Default under Section 9.1 of the Loan Agreement (the “Overadvance Payment Event of Default”, together with the Liquidity Event of Default, the “Prior Events of Default”). In reliance upon such representation and warranty, upon the satisfaction of the conditions set forth in Section 3, the undersigned Lenders hereby agree to temporarily waive the Anticipated Defaults and Prior Events of Default. Without limiting the right to accelerate generality of the Obligations as a result thereof. During provisions of the Waiver Periodcovenants set forth in the Loan Agreement, the Anticipated Defaults waiver set forth herein shall be deemed not limited precisely as written and relates solely to have occurred or be continuing, the noncompliance by the Borrowers and the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies Guarantor with respect to the Anticipated Defaults. The waivers provided pursuant Prior Events of Default in the manner and to the terms of extent described in this Agreement shall automatically paragraph, 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 nothing in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Date, the Anticipated Defaults this paragraph 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(a) 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 of compliance by Borrowers and Guarantor with respect to any term, provision or condition of the Administrative Agent Loan Agreement or the Lenders of any Default, whether now existing other Loan Document or hereafter arising, any other instrument or of agreement referred to herein or therein or (b) prejudice any right or remedy that the Administrative Agent, Issuing Lender, any Agent or the Lenders any Lender may now have or 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 future under or in connection with any Event of Default shall affect the Loan Agreement or any other Loan Document or future exercise thereof or the existence of any other right, remedy, power instrument or privilege, except agreement referred 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,therein.

Appears in 1 contract

Samples: Revolving Credit Loan Agreement (Orleans Homebuilders Inc)

Limited Waiver. 3.1 Solely The Banks agree that, with effect from the Seventh Amendment Closing Date, the Banks waive those Defaults and Events of Default actually existing and expressly set out in APPENDIX M hereto. For the removal of doubt, the aforegoing waiver shall not be interpreted in any event as a waiver by the Banks of any representation, warranty or obligation (including under clause 16.29) of the Borrower included in the Finance Documents or of any Default or Event of Default not expressly set out in Appendix M or, for the removal of doubt, of any Default or Event of Default occurring after the date of signature of this Seventh Amendment. The aforegoing waiver shall not apply in the event of any change or development occurring after the date of signature of this Seventh Amendment in the circumstances described in said Appendix M (including in the event any "Default" included in Appendix M becomes an "Event of Default"), other than a change or development occurring after the date of signature of this Seventh Amendment, which does not have any adverse effect on the interests of the Banks. The Banks further agree that they shall not, during the Waiver Period period commencing from the date hereof and ending 40 (as defined belowforty) and not at days after the date hereof, or, subject to the preceding sentence of this section 6, if earlier, ending on the Seventh Amendment Closing Date, exercise any other time, the Lenders hereby agree to temporarily waive the Anticipated Defaults and the right to accelerate the Obligations rights they may have under clause 17.21 as a result thereofof the Defaults and Events of Default actually existing and expressly set out in Appendix M, as aforesaid. During The aforegoing shall not apply in the Waiver Periodevent of any change or development occurring after the date of signature of this Seventh Amendment in the circumstances described in said Appendix M (including in the event any "Default" included in Appendix M becomes an "Event of Default"), other than a change or development occurring after the Anticipated Defaults date of signature of this Seventh Amendment, which does not have any adverse effect on the interests of the Banks. For the avoidance of doubt, in the event the conditions precedent referred to in section 3.1 above are not fulfilled within such 40 (forty) day period, then the Banks shall be deemed not entitled to exercise any rights they have occurred under clause 17.21 as a result of such Defaults or be continuingEvents of Default, as aforesaid, 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 provisions of this Agreement section 6 shall automatically and without further action neither constitute, nor be construed, as a waiver of such Defaults 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 or of any rights the Banks may have against the Borrower in full force connection therewith. For the avoidance of doubt, although the Banks are waiving the fact that a total of approximately $95,506,000 (ninety five million five hundred and effectsix thousand United States Dollars) in Investment Centre Fab 2 Grants that were to be made to the Borrower by October 31, having occurred 2003 in accordance with the previous Business Plan and Forecast were not made on schedule, the Banks are not waiving the receipt of these grants in the future in accordance with the new Business Plan and Forecast attached hereto. Accordingly, even though the Borrower has informed the Banks that it neither expects to complete its investment program by 2005 as required by the certificate of September 30approval regarding, 2012 nor expects to achieve the levels of revenues and employees that it forecasted to the Investment Centre in connection with, Investment Centre Fab 2 Grants, failure by the Borrower in the future to actually receive Investment Centre Fab 2 Grants in accordance with the new Business Plan and Forecast or any actual breach by the Borrower of any material condition of such approvals or cancellation or reduction of such Investment Centre Fab 2 Grants or any part thereof (save to the extent that such Investment Centre Fab 2 Grants may be, and are in fact, replaced by Paid-in Equity pursuant to and subject to the conditions set out in clause 16.27) or the Investment Centre informing the Borrower that it is not continuing uninterrupted thereafter for all purposes, including, without limitation, for purposes of calculating and charging default interest under Section 2.9(c) its funding of the Credit AgreementProject, shall be considered an Event of Default 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 nothing herein shall be deemed to constitute a waiver by the Administrative Agent or the Lenders in advance of any such Default. The aforegoing shall apply, 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 kindmutatis mutandis, to provide any further time prior to the enforcement of their rights or to provide waiver arising from any other financial accommodations to or on behalf of the Borrower Waiver Notice or any other Loan PartyAdditional Waiver Notice. 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,

Appears in 1 contract

Samples: Facility Agreement (Tower Semiconductor LTD)

Limited Waiver. 3.1 Solely during (a.) Subject to the Waiver Period terms and conditions set forth herein, the Administrative Agent and the Lenders waive, for the period commencing on the Effective Date (as defined below) and not at ending on October 22, 2004 (the "L/C Waiver Period"), any other time, Default or Event of Default arising under Section 7.1(f) of the Lenders hereby agree to temporarily waive the Anticipated Defaults and the right to accelerate the Obligations Credit Agreement as a result thereof. During of the non-compliance by the Borrower with the provisions of Section 5.22 of the Credit Agreement requiring the modification by the Borrower of the Existing Standby L/C Agreements within forty-five days (45) days of the Closing Date such that the Existing Standby L/C Agreements are consistent with the terms of the Credit Agreement; provided that upon the expiration of the L/C Waiver Period, the Anticipated Defaults waiver provided for in this Section 2(a) shall be deemed immediately (without cure period or notice) and automatically terminated in its entirety and be of no force or effect as if the waiver had never been granted. This waiver is limited to any Default or Event of Default arising in connection with the Borrower's failure to comply with Section 5.22 of the Credit Agreement in connection with the above stated actions concerning the modification of the Existing Standby L/C Agreements, and shall not to have occurred constitute or be continuingconstrued as a waiver of any other presently existing or future Defaults or Events of Default. The Lenders hereby authorize the Administrative Agent, on behalf of the Lenders, to agree in its sole discretion to further extensions of time in connection with the above referenced requirement without requiring additional consent of the Lenders. (b.) Subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies with respect to hereby waive, for 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 period commencing on the Limited Effective Date and ending on November 1, 2004 (the "PBGC Waiver Termination Date (as defined belowPeriod"). 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 Event 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 arising under Section 2.9(c7.1(d) of the Credit AgreementAgreement as a result of the filing of a financing statement under the Uniform Commercial Code by the PBGC in connection with the Lien imposed on the Borrower's assets in favor of the PBGC pursuant to Section 412 of the Code, and which filing, the Borrower has advised the Administrative Agent has resulted in the perfection of such Lien in violation of Section 6.2 of the Credit Agreement; provided that upon the expiration of the PBGC Waiver Period, the waiver provided for in this Section 2(b) shall be immediately (without cure period or notice) and automatically terminated in its entirety and be of no force or effect as if the waiver had never been granted; and provided further that in the event the PBGC and the Lenders shall retain all Collateral Agent execute a subordination agreement, in form and substance satisfactory to the Required Lenders, in their sole discretion, prior to the expiration of the rights PBGC Waiver Period pursuant to which the PBGC agrees to subordinate its Liens to the Liens in favor of the Collateral Agent granted pursuant to the Security Documents, the waiver provided in this Section 2(b) shall not expire and remedies related theretoshall continue to be of full force and effect regardless of the expiration of the PBGC Waiver Period. This waiver is limited to the Event of Default arising under Section 7.1(d) of the Credit Agreement in connection with the above stated actions concerning the filing of a financing statement by the PBGC, and shall not have the effect of tolling constitute 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 construed as 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 other presently existing or to provide any other financial accommodations to future Defaults 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 Events 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,.

Appears in 1 contract

Samples: Limited Waiver (Oneida LTD)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period (as defined below) and not at any other timesatisfaction of the conditions precedent set forth in Section 4 of this Waiver, 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 party hereto hereby grant an extension to the Anticipated Defaults. The waivers provided pursuant Requested Waiver through March 10, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the terms extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of this Agreement shall automatically and without further action (i) any breach, Default or notice Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any party expire Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the Limited Waiver Termination Date part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (as defined below). 3.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Dated) diminish, the Anticipated Defaults shall be deemed to be Events prejudice or waive any of Default in full force Agent’s or any Lender’s rights 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 remedies 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 other Loan Documents Documents, or applicable law, except whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on March 10, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, 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 provision of the Borrower Credit Agreement or any other Loan Party. 3.3 Notwithstanding anything to Document is qualified by, or requires the contrary herein, the Lenders do not now waive, nor do they agree that they will waive in the futureabsence of, any further Default or Event of Default. Neither this Agreement nor any course of dealing , a Default 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 be deemed to have occurred for purposes 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 provisions as a result of the steps to enforce any such right, remedy, power or privilege (pursuant to this Agreement or otherwise) preclude any further exercise thereof or Specified Events of any other right, remedy, power or privilege, except to Default notwithstanding the extent expressly set forth herein. For the purposes hereof,Requested Waiver.

Appears in 1 contract

Samples: Limited Waiver and Consent to Credit Agreement (Sequential Brands Group, Inc.)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined belowa) Seller hereby waives until 11:59:59 p.m., New York time, on April 7, 2016 (such date and not at any other time, the Lenders hereby agree “Seller Waiver Expiration Time”) all rights Seller may have to temporarily waive terminate 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 PSA 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(c7.01(a)(v) of the Credit Agreement, and PSA if the Administrative Agent and the Lenders shall retain all of the rights and remedies related thereto. This Agreement Closing shall not have occurred prior to the effect Seller Waiver Expiration Time. From and after the Seller Waiver Expiration Time, if the Closing shall not have occurred prior to the Seller Waiver Expiration Time, the agreement of tolling or extending any applicable cure period beyond Seller to waive its right to terminate 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 PSA to the extent expressly set forth herein, nor shall the Lenders’ execution and delivery described in this Section 1(a) of this Agreement establish a course Limited Waiver shall cease and be of dealing among no further force or effect, and Seller thereafter shall be entitled to exercise all rights it may have to terminate the Lenders PSA pursuant to and in accordance with Section 7.01(a)(v) of the Borrower or in any way obligate PSA with effect from and after the Lenders to hereafter provide Seller Waiver Expiration Time without any further waiver requirement under Section 7.01(a)(v)(ii) (it being acknowledged and agreed by Buyer that Seller complied with this requirement by Seller’s notice to Buyer in its letter, dated March 18, 2016) and without any requirement under Section 7.01(a)(v)(iii) of any kindthe PSA which Buyer hereby waives. (b) Buyer hereby waives until 11:59:59 p.m., New York time, on April 15, 2016 (such date and time, the “Buyer Waiver Expiration Time”) all rights Buyer may have to provide any further time terminate the PSA pursuant to either or both of Section 7.01(a)(ii) and Section 7.01(a)(iv) of the PSA if the Closing shall not have occurred prior to the enforcement of their rights or to provide any other financial accommodations to or on behalf of Buyer Waiver Expiration Time. From and after the Borrower or any other Loan Party. 3.3 Notwithstanding anything Buyer Expiration Time, if the Closing shall not have occurred prior to the contrary hereinBuyer Waiver Expiration Time, the Lenders do not now waive, nor do they agree that they will agreement of Buyer to waive in its right to terminate 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 PSA to the extent expressly set forth herein; nor described in this Section 1(b) of this Limited Waiver shall any single cease and be of no further force or partial effect, and Buyer thereafter shall be entitled to exercise all rights it may have to terminate the PSA pursuant to and in accordance with either or both of any such right, remedy, power or privilege or any abandonment or discontinuance Section 7.01(a)(ii) and Section 7.01(a)(iv) of the steps to enforce any such rightPSA with effect from and after the Buyer Waiver Expiration Time. (c) Seller and Buyer hereby waive the applicability, remedyif any, power or privilege (pursuant of Section 11.14 of the PSA 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,Limited Waiver.

Appears in 1 contract

Samples: Limited Waiver to Purchase and Sale Agreement (Peabody Energy Corp)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined below) and not at any other time, the The Lenders hereby agree to temporarily waive the Anticipated Specified Defaults for a period beginning from the date hereof and extending to the right earliest to accelerate occur of (i) 11:59 P.M. (Eastern Time) on August 30, 2024 and (ii) the Obligations failure of any Loan Party to comply timely with any term, condition, or covenant set forth in this Waiver or the occurrence of a Default or Event of Default under the Credit Agreement (other than the Specified Defaults) (the “Waiver End Date” and such period, the “Temporary Waiver Period”). On and as a result thereof. During of the Waiver PeriodEnd Date, the Anticipated limited and temporary waiver of the Specified 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 set forth in this Agreement Section 2 shall automatically and without further action notice cease to be of any force or notice by any party expire on effect and the Limited Waiver Termination Date (as defined below). 3.2 No waiver provided herein shall remain in effect Specified Defaults shall, from and after the Limited Waiver Termination End Date, be deemed to have occurred and be continuing as if never temporarily waived pursuant to this Waiver. Upon The Loan Parties each agree that on and from the Limited Waiver Termination End Date, the Anticipated Defaults Administrative Agent, the Lenders and the other Secured Parties may at any time proceed to exercise any and all of the respective rights and remedies under the Credit Agreement, any other Credit Document and/or applicable law to the extent that a Default or an Event of Default (including the Specified Defaults) has occurred and is continuing. The Loan Parties further agree that nothing herein shall be deemed construed to be Events limit any rights or remedies available to the Administrative Agent, the Lenders and the other Secured Parties pursuant to the Credit Agreement or the other Credit Documents in connection with the occurrence of any Default or Event of Default other than, during the Temporary Waiver Period, the Specified Defaults. During the Temporary Waiver Period, the Borrowers right to submit any Loan Request and to incur any Floor Plan Loan, and each Floor Plan Lender’s obligation to honor any such Loan Request, shall not be restricted or limited, in full force each case as a result of the occurrence of the Specified Defaults; provided, however, that (i) all requests for any Floor Plan Loans shall otherwise satisfy the conditions set forth in Sections 2.01 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) 4.02 of the Credit Agreement, (ii) the Borrowers may not request more than $2,000,000 in aggregate Reflooring Loans during the Temporary Waiver Period and (ii) the Administrative Agent and aggregate outstanding principal amount of all Floor Plan Loans may not exceed $380,000,000 at any time during 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 PartyTemporary Waiver Period. 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,

Appears in 1 contract

Samples: Limited Waiver (Lazydays Holdings, Inc.)

Limited Waiver. 3.1 Solely during (a) Subject to the terms and conditions set forth below in Section 3 hereof, the Agents and the Required Lenders hereby agree that each Specified Event of Default is hereby temporarily waived through and including the earlier to occur of (i) the date that any Event of Default (other than a Specified Event of Default) occurs under the Financing Agreement or any other Loan Document, (ii) a breach of any Milestone or other covenant under Section 3 hereof, and (iii) June 30, 2023 (such period, the “Waiver Period Period”); provided that, notwithstanding the foregoing, to the extent the Borrower is actively pursuing an Acceptable Sale (as defined belowin the Letter Agreement) 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 has provided its prior written consent thereto (not to be unreasonably withheld or delayed), the Waiver Period shall be extended for a period not longer than sixty (60) days or such lesser period as required solely for the purpose of permitting the Borrower and the Lenders shall have no right any prospective purchaser to enforce rights or exercise remedies with respect obtain all applicable governmental approvals and, to the Anticipated Defaults. The waivers provided pursuant extent required, shareholder approvals necessary to consummate such Acceptable Sale. (b) Notwithstanding the terms of this Agreement shall automatically and without further action Sections 2(a), in the event that any Specified Event of Default has not been resolved in a manner acceptable to the Required Lenders on or notice by any party expire on before the Limited expiration of the applicable Waiver Termination Date Period, (as defined below). 3.2 No i) the waiver provided herein in Section 2(a) shall remain in effect after terminate immediately, (ii) 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 Borrower shall not have be permitted to exercise the effect of tolling or extending any applicable cure period beyond the period that would have applied absent this Agreement. Nothing in this Agreement Cure Right provided under Section (c) The foregoing waiver is a limited and temporary waiver and (i) shall not constitute nor 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 Agents or Lenders, except as otherwise expressly set forth herein, in each case, of (x) any Default or Event of Default which has occurred or exists under the Financing Agreement or hereafter may occur under the Financing Agreement (other than the Specified Events of Default) or (y) any term or condition of the Financing Agreement and the other Loan Documents, (ii) shall not constitute nor be deemed to constitute a consent by the Agents or any Lender to anything other than the specific purpose set forth herein, (iii) shall not establish a custom or course of dealing among the Borrower, any other Loan Party, the Agents, the Lenders or any of them and (iv) shall only be relied upon and used for the specific purpose set forth herein. Except as specifically set forth herein, the Agents and the Lenders hereby expressly reserve all of their rights and remedies under the Financing Agreement, the other Loan Documents or (including, without limitation, this Waiver) and applicable law. (d) Each of Borrower and the other Loan Parties hereby (i) advise and represent to the Agents that, until repayment in full in cash of all Obligations (other than Contingent Indemnity Obligations) under the Financing Agreement and Loan Documents, they have determined not to make any payments to the Sellers under the Acquisition Agreement whether on account of certain alleged post-closing accounts receivable collections (the “A/R Payment”) or pursuant to that certain side letter agreement, dated as of March 9, 2022 (the “Side Letter”), between the Borrower and Converge Direct, LLC (the “Side Letter Payment” and, together with the A/R Payment, the “Proposed Payments”) during the Waiver Period and (ii) acknowledge and agree that the making of any Proposed Payments would constitute an additional Event of Default under the Financing Agreement and result in the termination of the Waiver Period pursuant to Section 2(a) hereof. (e) The parties hereto acknowledge and agree that, as provided in the October 3, 2022 reservation of rights letter to the Loan Parties, interest on the Loans is accruing as of October 3, 2022 at the Post-Default Rate, and which shall be paid on each interest payment date as required under Section 2.04(d) of the Financing Agreement. (f) Each Loan Party acknowledges and agrees that each of the Specified Events of Default constitutes an Event of Default that has occurred and is continuing as of the date hereof (in the case of the Section 5.03(g) Event of Default, without addressing whether the financial statements filed on June 6, 2022 constitute Acquired Business Audited Financials), and except for the Specified Events of Defaults, no other Events of Default have occurred and are continuing as of the date hereof, and, except to the extent expressly set forth hereinin this Waiver for the duration of the Waiver Period, nor shall the Lenders’ execution and delivery occurrence of this Agreement establish a course each Specified Event of dealing among Default: (i) relieves the Lenders and the Borrower Secured Parties from any obligation to extend any Loan 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 under the Financing Agreement or on behalf of the Borrower or any other Loan Party. 3.3 Notwithstanding anything Documents (including consenting to Borrower’s use of cash collateral), and (ii) permits the contrary hereinSecured Parties to, the Lenders do not now waiveamong other things, 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 otherwiseA) 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,suspend

Appears in 1 contract

Samples: Limited Waiver to Financing Agreement (Troika Media Group, Inc.)

Limited Waiver. 3.1 Solely during The Borrower acknowledges and agrees that, as of the Waiver Period Fourth Amendment Effective Date, (i) one or more Defaults or Events of Default pursuant to Section 8.01 of the Credit Agreement may have occurred and may currently exist under the Credit Agreement as defined belowa direct result of the Borrower’s failure to deliver one or more Reinvestment Notices pursuant to Section 2.08(1) and not at of the Credit Agreement that would have allowed the Borrower and/or its Restricted Subsidiaries to use the Net Cash Proceeds of Asset Sales related to the disposition of certain Real Estate to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets used or useful in the Borrower’s or a Restricted Subsidiary’s business (any other timesuch Default and/or Event of Default described in this clause (i), the Lenders hereby agree “Default Resulting from Failure to temporarily waive Deliver Reinvestment Notices”), (ii) a Default or Event of Default pursuant to Section 8.01(4) of the Anticipated Defaults Credit Agreement may have occurred and may currently exist under the right Credit Agreement as the result of the Borrower’s failure to accelerate deliver a notice of the Obligations occurrence or existence of any Default from Failure to Deliver Reinvestment Notices, any Representation Default or any Default or Event of Default resulting from the failure to deliver a notice of the occurrence or existence of a Default or Event of Default resulting from the failure to deliver a notice of the occurrence or existence of any Default from Failure to Deliver Reinvestment Notices or any Representation Default (and, in each case, the nature and extent thereof and any corrective action proposed to be taken or actually taken with respect thereto) pursuant to Section 5.05(1) of the Credit Agreement (any Default and/or Event of Default described in this clause (ii), the “Notice Default”), and (iii) a Default or Event of Default pursuant to Section 8.01(1) of the Credit Agreement may have occurred and may currently exist under the Credit Agreement as a result thereof. During of any misrepresentation made or deemed to be made by 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 Borrower with respect to the Anticipated Defaultsabsence of a Default or Event of Default, which misrepresentation was materially incorrect or misleading solely due to the occurrence of any Existing Event of Default (any Default and/or Event of Default described in this clause (iii), the “Representation Default” and, collectively with the Default Resulting from Failure to Deliver Reinvestment Notices and the Notice Default, the “Existing Events of Default”, and each, an “Existing Event of Default”). The waivers provided pursuant Subject 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 Dateconditions set forth herein, the Anticipated Defaults shall be deemed to be Required Lenders hereby unconditionally and irrevocably waive the Existing Events of Default in full force (the “Waiver”). The Waiver is limited precisely as written and effect, having occurred as relates solely to the Existing Events 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 AgreementDefault, 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 nothing contained in this Agreement Refinancing Amendment shall be deemed to constitute a waiver by the Administrative Agent or the Lenders of any Defaultother provision of the Credit Agreement or for any other time periods (including any time after the Fourth Amendment Effective Date), whether now existing any other rights or hereafter arising, or of any right or remedy the Administrative Agent or remedies 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 Credit 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 Documents or under applicable law, in each case, with respect 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 (other than, for the avoidance of doubt, the Existing Events 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,that may hereafter exist.

Appears in 1 contract

Samples: First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.)

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 The Borrower and the right to accelerate the Obligations as a result thereof. During the Waiver Period, the Anticipated Defaults shall be deemed not to MLP have occurred or be continuing, and informed the Administrative Agent and the Lenders shall that (a) the MLP does not expect to be in compliance with the Consolidated Debt Coverage Ratio covenant contained in Section 6.11 of the Credit Agreement (the “Leverage Ratio Covenant”) as of the last day of the fiscal quarter ending June 30, 2012 and (b) the MLP does not expect to be in compliance with Leverage Ratio Covenant as of the last day of the fiscal quarter ending September 30, 2012. Accordingly, the Borrower and the MLP have no right to enforce rights or exercise remedies with respect to requested that the Anticipated Defaults. The waivers provided pursuant to Lenders irrevocably waive, and effective as of 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 Effective Date, the Anticipated Defaults shall be deemed to be Events of Default in full force and effectLenders do hereby irrevocably waive, having occurred (x) the MLP’s compliance with the Leverage Ratio Covenant as of the last day of the fiscal quarter ending June 30, 2012; provided that (i) the Consolidated Debt Coverage Ratio as of the last day of the fiscal quarter ending June 30, 2012 does not exceed 6.5 to 1.00 and (ii) the Asphalt Business Disposition has not occurred, and (y) the MLP’s compliance with the Leverage Ratio Covenant as of the last day of the fiscal quarter ending September 30, 2012; provided that (i) the Consolidated Debt Coverage Ratio as of the last day of the fiscal quarter ending September 30, 2012 does not exceed 6.0 to 1.00 and continuing uninterrupted thereafter (ii) the Asphalt Business Disposition has not occurred. The foregoing waiver is hereby granted to the extent and only to the extent specifically stated herein and for all purposesno other purpose or period, includingand is expressly granted subject to the conditions stated herein, without limitationand shall not be deemed to (a) be a consent or agreement to, for purposes of calculating and charging default interest under Section 2.9(c) or waiver or modification of, any other term or condition of the Credit Agreement, and the Administrative Agent and the Lenders shall retain all any other Loan Document or any 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 documents referred to constitute a waiver by the Administrative Agent or the Lenders of any Default, whether now existing or hereafter arisingtherein, or of (b) except as expressly set forth herein, prejudice any right or remedy rights which the Administrative Agent or the Lenders may now 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 may have 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 future under or in connection with any Event of Default shall affect the Credit Agreement, any other Loan Document or future exercise thereof or any of the existence of any other right, remedy, power or privilege, except documents referred to therein. Granting the extent expressly waiver set forth herein; nor shall any single herein does not and should not be construed to be an assurance or partial exercise of any such right, remedy, power or privilege or any abandonment or discontinuance of promise that waivers will be granted in 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,future.

Appears in 1 contract

Samples: 5 Year Revolving Credit Agreement (NuStar Energy L.P.)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period (as defined below) and not at any other timesatisfaction of the conditions precedent set forth in Section 4 of this Waiver, 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 party hereto hereby grant an extension to the Anticipated Defaults. The waivers provided pursuant Requested Waiver through May 10, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the terms extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of this Agreement shall automatically and without further action (i) any breach, Default or notice Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any party expire Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the Limited Waiver Termination Date part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (as defined below). 3.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Dated) diminish, the Anticipated Defaults shall be deemed to be Events prejudice or waive any of Default in full force Agent’s or any Lender’s rights 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 remedies 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 other Loan Documents Documents, or applicable law, except whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on May 10, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, 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 provision of the Borrower Credit Agreement or any other Loan Party. 3.3 Notwithstanding anything to Document is qualified by, or requires the contrary herein, the Lenders do not now waive, nor do they agree that they will waive in the futureabsence of, any further Default or Event of Default. Neither this Agreement nor any course of dealing , a Default 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 be deemed to have occurred for purposes of such provisions as a result of the existence Specified Events of any other right, remedy, power or privilege, except Default notwithstanding the Requested Waiver. The Agent (at the direction of the Required Lenders) and Lenders party hereto waive the Unqualified Audit Requirement with respect to the extent expressly set forth herein; nor shall any single or partial exercise of any such right2020 Financials for the Fiscal Year ended December 31, 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,2020.

Appears in 1 contract

Samples: Limited Waiver and Consent to Credit Agreement (Sequential Brands Group, Inc.)

Limited Waiver. 3.1 Solely during Borrowers hereby acknowledge that Borrowers have (a) failed to comply with Section 5.01(d) of 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 Credit Agreement as a result thereof. During of Borrowers’ failure to timely deliver the Waiver PeriodCompliance Certificate for the quarter ended December 31, 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 2008 which Compliance Certificate was delivered prior 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 date hereof, but after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Date, the Anticipated Defaults shall be deemed to be Events of Default date required 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(c5.01(d) of the Credit Agreement, and the Administrative Agent and the Lenders shall retain all (b) failed to comply with Section 5.02(e) of the rights and remedies related thereto. This Credit 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 as 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 result of the Loan Documents or applicable lawBorrowers' failure to timely deliver copies of notices of default from the LeMoy, except MO terminal (which defaults have since been cured), which notices were delivered prior to the extent expressly date hereof, but after the date required by Section 5.02(e) of the Credit Agreement and (c) failed to comply with their obligations under Section 5.04 of the Credit Agreement solely as a result of the failure to pay in full all amounts due and owing under (i) that certain Engineering, Procurement and Construction Services Fixed Price Contract dated as of May 31, 2007 by and between Axxxxx Xxxx and Kxxxxx Energy Company, as amended on October 1, 2008 by Amendment to Engineering, Procurement and Construction Services Fixed Price Contract and as further amended on December 31, 2008 by Change Order Number __ to Engineering, Procurement and Construction Services Fixed Price Contract Location: Axxxxx Xxxx, and (ii) that certain Engineering, Procurement and Construction Services Fixed Price Contract dated as of May 31, 2007 by and between Mt Vxxxxx and Kiewit Energy Company, as amended on December 31, 2008 by Change Order Number __ to Engineering, Procurement and Construction Services Fixed Price Contract Location: Mt. Vxxxxx (the “Specified Defaults”). In reliance on the representations and warranties of Loan Parties contained herein, and subject to the limitations set forth herein, nor Administrative Agent hereby waives the Specified Defaults. The limited waiver granted under this First Amendment is limited solely to the Specified Defaults, and nothing contained herein shall the Lenders’ execution and delivery be deemed a consent to, or waiver of, any other action or inaction of this Agreement establish Borrowers which constitutes (or would constitute) a course of dealing among the Lenders and the Borrower or in any way obligate the Lenders to hereafter provide any further waiver violation 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 provision of the Borrower Credit Agreement or any other Loan Party. 3.3 Notwithstanding anything to the contrary hereinDocument, the Lenders do not now waive, nor do they agree that they will waive or which results (or would result) in the future, any further a Default or Event of DefaultDefault under the Credit Agreement or any other Loan Document. Neither this Agreement Administrative Agent nor any course of dealing or delay or failure of the Lenders in exercising shall be obligated to grant any rightfuture waivers, remedyconsents, power or privilege under amendments with respect to the Credit Agreement 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,Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Aventine Renewable Energy Holdings Inc)

Limited Waiver. 3.1 Solely during In reliance upon the Waiver Period (as defined below) representations, warranties, covenants and not at any other timeagreements contained in this Ninth Amendment, the Lenders receipt and sufficiency of which are hereby agree acknowledged and confessed, and subject to temporarily the satisfaction of the conditions precedent in Section 4 hereof, the Required Banks party hereto hereby waive the Anticipated Specified Defaults and any breach resulting therefrom that has occurred prior to the right date hereof; provided that such waiver is limited to accelerate those Specified Distributions and Redemptions that would have been permitted under the Obligations Credit Agreement at the time each such Distribution and each such Redemption was made, had the amendments set forth in Section 2 hereof been effective as a result thereofof the Eighth Amendment Effective Date. During The limited waiver provided in this Section 3 shall apply solely with regard to any breach arising solely from the Waiver PeriodSpecified Defaults, the Anticipated Defaults and nothing contained in this Ninth Amendment shall be deemed not to have occurred a consent to, or be continuingwaiver of, 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 any other 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 inaction 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 hereinCredit Party that constitutes (or would constitute) a violation of, the Lenders do not now waive, nor do they agree that they will waive in the futureor a departure from, any further provision of the Credit Agreement or any other Loan Paper, or which constitutes (or would constitute) a Default or Event of Default. Neither The limited waiver described in this Section 3 is a one-time waiver limited to the Specified Defaults. The Administrative Agent and the Required Banks shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement nor or any Loan Paper. Other than the limited waiver expressly provided for in this Section 3, Xxxxxxxx hereby agrees and acknowledges that no course of dealing or and no delay or failure of the Lenders in exercising any right, remedy, power or privilege under remedy conferred on the Administrative Agent or any Bank in the Credit Agreement or in connection with any Event of Default shall affect any other Loan Paper or future exercise thereof now or the existence hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver of any other right, remedy, power or privilege, except to the extent expressly set forth herein; nor shall any single or partial exercise of otherwise prejudice any such right, remedy, power or privilege remedy. Any further waivers or any abandonment or discontinuance consents must be specifically agreed to in writing in accordance with Section 14.2 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,Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Laredo Petroleum, Inc.)

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 A. Subject to the terms of this Agreement shall automatically and without further action or notice by any party expire conditions set forth herein, and in reliance on the Limited Waiver Termination Date (as defined below). 3.2 No waiver provided representations and warranties of Borrower herein shall remain contained, but notwithstanding anything to the contrary contained 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(csubsection 2.4B(iii)(e) of the Credit Agreement, the undersigned hereby agree that the Borrower may reduce the amount (if any) of the prepayment of the Loans and/or reduction of the Revolving Loan Commitments, the LC Facility Commitments and/or the Synthetic Letter of Credit Commitments, as the case may be, required under subsection 2.4B(iii)(e) for Fiscal Year 2003 by an amount not to exceed $25,000,000 (the "RETAINED AMOUNT"). The Retained Amount shall be used by the Borrower to fund all or a portion of the purchase price of the [Target] Acquisition (the "PERMITTED USE"); provided, however, that if any portion of the Retained Amount has not been applied to fund the Permitted Use on or prior to the earlier of the [Target] Acquisition Effective Date and May 31, 2004, the Borrower shall apply such unused portion of the Retained Amount on such earlier date to prepay the Loans and/or reduce the Revolving Loan Commitments, the LC Facility Commitments and/or the Synthetic Letter of Credit Commitments, as the case may be, permanently. Any prepayments or commitment reductions pursuant to the foregoing proviso shall be treated as prepayments or commitment reductions under subsection 2.4B(iii)(e) of the Credit Agreement for Fiscal Year 2003 for all purposes of the Credit Agreement and the Administrative Agent and other Loan Documents. The Borrower shall deliver an Officer's Certificate certifying as to the Lenders shall retain all amount of the rights Retained Amount on or prior to the date when the prepayments and/or commitment reductions (if any) required under subsection 2.4B(iii)(e) of the Credit Agreement are required to be made, and remedies related thereto. This shall deliver another Officer's Certificate on or prior to the earlier of the [Target] Acquisition Effective Date and May 31, 2004, demonstrating the application of the Retained Amount to the Permitted Use and/or to the prepayment of the Loans and/or the reduction of the Revolving Loan Commitments, the LC Facility Commitments or the Synthetic Letter of Credit Commitments. B. Without limiting the generality of the provisions of subsection 10.6 of the Credit Agreement, the waiver set forth above shall be limited precisely as written and relates solely to the noncompliance by Borrower with the provisions of subsection 2.4B(iii)(e) of the Credit Agreement shall not have in the effect of tolling or extending any applicable cure period beyond manner and to the period that would have applied absent this Agreement. Nothing extent described above, and nothing in this Agreement Amendment shall be deemed to to: (i) constitute a waiver of compliance by Borrower with respect to (a) subsection 2.4B(iii)(e) of the Administrative Agent Credit Agreement in any other instance or (b) any other term, provision or condition of the Lenders of Credit Agreement or any Default, other instrument or agreement referred to therein (whether now existing in connection with the [Target] Acquisition or hereafter arising, or of otherwise); or (ii) prejudice any right or remedy the that Administrative Agent or the Lenders any Lender may now have or may have in the future under or in connection with the Credit Agreement or any of the Loan Documents other instrument or applicable law, except agreement referred to the extent therein. Except as expressly set forth herein, nor shall the Lenders’ execution terms, provisions and delivery conditions of this the Credit 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 PartyDocuments shall remain in full force and effect and in all other respects are hereby ratified and confirmed. 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,

Appears in 1 contract

Samples: Credit Agreement (Brand Services)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined below) Any determination that a Specified Default has occurred, will occur or is continuing is hereby temporarily waived 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 no Default 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 Event of this Agreement shall automatically and without further action or notice by any party expire Default on the Limited Waiver Termination Date (as defined below). 3.2 No waiver provided herein shall remain in effect after basis of the Limited Waiver Termination Date. Upon the Limited Waiver Termination Date, the Anticipated Specified Defaults shall be deemed to be Events continuing for a period beginning from the date hereof and extending to the earliest to occur of (i) 11:59 P.M. (Eastern Time) on July 30, 2024 and (ii) the failure of any Loan Party to comply timely with any term, condition, or covenant set forth in this Waiver or the occurrence of a Default or Event of Default in full force under the Credit Agreement (other than the Specified Defaults) (the “Waiver End Date” and effectsuch period, having occurred the “Temporary Waiver Period”). On and as of September 30the Waiver End Date, 2012 the limited and temporary waiver of the Specified Defaults set forth in this Section 2 shall automatically and without further notice cease to be of any force or effect and the Specified Defaults shall, from and after the Waiver End Date, be deemed to have occurred and be continuing uninterrupted thereafter for as if never temporarily waived pursuant to this Waiver. The Loan Parties each agree that on and from the Waiver End Date, the Administrative Agent, the Lenders and the other Secured Parties may at any time proceed to exercise any and all purposes, including, without limitation, for purposes of calculating the respective rights and charging default interest remedies 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 other Credit Document and/or 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 law to the extent expressly set forth hereinthat a Default or an Event of Default (including a Specified Default) has occurred and is continuing. The Loan Parties further agree that nothing herein shall be construed to limit any rights or remedies available to the Administrative Agent, nor shall the Lenders’ execution and delivery of this Agreement establish a course of dealing among the Lenders and the Borrower other Secured Parties pursuant to the Credit Agreement or the other Credit Documents in any way obligate connection with the Lenders to hereafter provide any further waiver occurrence 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 Default other than, during the Lenders in exercising any rightTemporary Waiver Period, 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,Specified Defaults.

Appears in 1 contract

Samples: Limited Waiver (Lazydays Holdings, Inc.)

Limited Waiver. 3.1 Solely during (a) On and as of the Waiver Period (as defined below) and not at any other timeEffective Date, 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 Purchasers hereby waive each of the Specified Events of Default. For the avoidance of doubt, it is understood and agreed that the waivers contained in the immediately-preceding sentence are strictly limited to the Anticipated Defaults. The waivers provided pursuant to the terms Specified Events of this Agreement shall automatically and without further action or notice by any party expire on the Limited Waiver Termination Date (as defined below)Default. 3.2 No waiver (b) Except as expressly provided herein in Section 3(a) hereof and as amended in Sections 4, 5, 6, 7 and 8 hereof, all of the other terms, provisions and conditions of the Purchase Agreement, the Notes, the Registration Rights Agreement and the other Transaction Documents 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 and continue in full force and effect. Each of the Obligors is hereby notified that irrespective of (i) any waivers previously granted by the Agent or any Purchaser regarding any Transaction Document, having occurred (ii) any previous failures or delays of the Agent or any Purchaser in exercising any right, power or privilege under any Transaction Document or (iii) any previous failures or delays of the Agent or the Purchasers in the monitoring or in the requiring of compliance by any Obligor with the duties, obligations, and agreements of any Obligor in any Transaction Document, hereafter, each Obligor will be expected to comply strictly with its duties, obligations and agreements under the Transaction Documents. Except as expressly provided in Section 3(a) hereof, nothing contained in this Amendment or any other communication between the Agent, and/or Purchasers and the Obligors shall be a waiver of September 30any past, 2012 and continuing uninterrupted thereafter for all purposespresent or future violation, including, without limitation, for purposes default or Event of calculating and charging default interest under Section 2.9(cDefault (other than the Specified Events of Default) 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 Obligors under any of the Loan Transaction Documents. Similarly, each of the Agent and the Purchasers hereby expressly reserves any rights, privileges, and remedies under each of the Transaction Documents that the Agent or applicable lawthe Purchasers may have with respect to any violation, Default or Event of Default (other than the Specified Events of Default), and any failure by the Agent or the Purchasers to exercise any right, privilege or remedy as a result of the violations set forth above shall not (except with respect to the Specified Events of Default) directly or indirectly in any way whatsoever (A) impair, prejudice or otherwise adversely affect the rights of the Agent or any Purchaser, except to the extent expressly as set forth herein, nor shall the Lenders’ execution and delivery of this Agreement establish a course of dealing among the Lenders and the Borrower at any time to exercise any right, privilege or remedy in connection with any way obligate the Lenders to hereafter provide Transaction Document, (B) amend or alter any further waiver provision 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 Transaction Document or any other Loan Party. 3.3 Notwithstanding anything to the contrary hereincontract or instrument, 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 (C) constitute any course of dealing or delay or failure other basis for altering any obligation of the Lenders in exercising Obligors or any rightrights, remedyprivilege or remedy of the Agent, power or privilege the Purchasers under any Transaction Document or in connection with any Event of Default shall affect any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by the Agent or any Purchaser to any prior, existing or future exercise thereof or the existence violations of any other right, remedy, power Transaction Document 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 righttransaction involving the Obligors, remedy, power or privilege, except to other than the extent expressly set forth herein. For the purposes hereof,Specified Events of Default.

Appears in 1 contract

Samples: Securities Purchase Agreement (Madison Technologies Inc.)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period (as defined below) and not at any other timesatisfaction of the conditions precedent set forth in Section 5 of this Amendment, 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 party hereto hereby grant the Requested Waiver through December 31, 2020 unless the Requested Waiver is extended as set forth below; provided, that the foregoing waiver shall have no right to enforce rights or exercise remedies with respect be effective only to the Anticipated Defaults. The waivers provided pursuant extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of this Agreement shall automatically and without further any future transaction or action or notice by any party expire on the Limited Waiver Termination Date part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (as defined below). 3.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Dated) diminish, the Anticipated Defaults shall be deemed to be Events prejudice or waive any of Default in full force Agent’s or any Lender’s rights 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 remedies 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 other Loan Documents Documents, or applicable law, except whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on December 31, 2020 unless extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, 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 provision of the Borrower Credit Agreement or any other Loan Party. 3.3 Notwithstanding anything to Document is qualified by, or requires the contrary herein, the Lenders do not now waive, nor do they agree that they will waive in the futureabsence of, any further Default or Event of Default. Neither this Agreement nor any course of dealing , a Default 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 be deemed to have occurred for purposes 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 provisions as a result of the steps to enforce any such right, remedy, power or privilege (pursuant to this Agreement or otherwise) preclude any further exercise thereof or Specified Events of any other right, remedy, power or privilege, except to Default notwithstanding the extent expressly set forth herein. For the purposes hereof,Requested Waiver.

Appears in 1 contract

Samples: Credit Agreement (Sequential Brands Group, Inc.)

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 Subject to the terms of this Agreement shall automatically and without further action or notice by any party expire conditions set forth herein and in reliance on the Limited Waiver Termination Date representations and warranties of Company herein contained, Lenders hereby waive compliance with the provisions of (a) subsection 6.1(iii) of the Credit Agreement to the extent necessary to permit Company to restate its financial statements for Fiscal Years 2005 through 2008 to reflect the reclassification of sales or revenue offsets and employee meals as defined below). 3.2 No waiver other than operating expenses provided herein shall remain in effect after that a new report thereon of KPMG, LLP which satisfies the Limited Waiver Termination Daterequirements of subsection 6.1(iii) is delivered at the time of the delivery of the financial statements for Fiscal Year 2009 and (b) subsection 7.7 of the Credit Agreement to the extent necessary to permit the issuance by Company of its convertible preferred stock and the rights offering to its existing stockholders contemplated by this Amendment. Upon Without limiting the Limited Waiver Termination Date, generality of the Anticipated Defaults shall be deemed to be Events provisions 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) subsection 10.6 of the Credit Agreement, the waivers set forth above shall be limited precisely as written and relate solely to the Administrative Agent noncompliance by Company with the provisions of subsections 6.1(iii) and the Lenders shall retain all 7.7 of the rights Credit Agreement in the manner and remedies related thereto. This Agreement shall not have to the effect of tolling or extending any applicable cure period beyond the period that would have applied absent this Agreement. Nothing extent described above, and nothing in this Agreement Amendment shall be deemed to to: (i) constitute a waiver of compliance by Company with respect to (A) subsection 6.1 (iii) or subsection 7.7 of the Administrative Agent Credit Agreement in any other instance or (B) any other term, provision or condition of the Lenders of Credit Agreement or any Default, whether now existing other instrument or hereafter arising, or of agreement referred to therein; or (ii) prejudice any right or remedy the that Administrative Agent or the Lenders any Lender may now 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 such right or remedy was based upon existing defaults that will not exist after giving effect to this Agreement establish a course of dealing among the Lenders and the Borrower Amendment) 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 may have 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 future under or in connection with any Event of Default shall affect the Credit Agreement or any other instrument or future exercise thereof agreement referred to therein. Company represents and warrants to each Lender that the reclassification of sales or the existence revenue offsets and employee meals to be reflected in any restatement of its financial statements for Fiscal Years 2005 through 2008 is not material and will not have any other right, remedy, power or privilege, except to the extent expressly set forth herein; nor shall any single or partial exercise of effect on its Consolidated EBITDA for 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,Fiscal Year.

Appears in 1 contract

Samples: Credit Agreement (Ruths Hospitality Group, Inc.)

Limited Waiver. 3.1 Solely during (a) Subject to the Waiver Period other terms and conditions of this Letter (as defined belowincluding the conditions precedent set forth in Section 3 hereof), but regardless of whether or not the Proposed Sale and the related Prepayment occur on or prior to March 31, 2009 or thereafter, Prudential hereby waives the Applicable Event of Default for all purposes of the Note Agreement; provided that such waiver shall terminate on May 31, 2009 (the “Termination Date”) and not at shall be of no further force and effect after such Termination Date unless (i) the Proposed Sale, together with the related Prepayment, has been consummated on or before May 1, 2009 and (ii) after giving effect to the Proposed Sale and related Prepayment, and taking into account any other time, Debt reasonably expected to be incurred in connection with the Lenders hereby agree payment of approximately $3.7 million of Earn-Out Obligations payable to temporarily waive the Anticipated Defaults and the right to accelerate the Obligations International Paper Company as a result thereof. During of consummating the Waiver PeriodProposed Sale, the Anticipated Defaults Company is in compliance on a pro forma basis with the financial covenants set forth in paragraph 6A of the Note Agreement as of March 31, 2009 (with the gain recognized from the Proposed Sale, which is expected to be approximately $15.7 million on an after-tax basis, being deemed included in Consolidated Net Income and EBITDA solely for purposes of establishing such pro forma compliance as of March 31, 2009) (subsections (a)(i) and (a)(ii) of this Section 1 being referred to hereinafter, collectively, as the “Termination Conditions”). Accordingly, so long as the Termination Date shall be deemed not to have occurred or be continuingoccurred, 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 Prudential shall, subject 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 conditions set forth herein, nor forbear exercising their rights and remedies arising exclusively as a result of the Applicable Event of Default. (b) To the extent the Proposed Sale, together with the related Prepayment, is not consummated on or before May 1, 2009, the Company acknowledges and agrees that, unless the Required Holders, in their sole discretion, further amend the Note Agreement or otherwise agree in writing to continue this limited waiver beyond the Termination Date, an unwaived Event of Default will exist under the Note Agreement as of May 31, 2009, for which no grace period or cure period shall the Lenders’ execution and delivery of this Agreement establish a course of dealing among the Lenders apply, and the Borrower holders of the Notes may pursue all rights and remedies available to them under the Note Agreement, the Transaction Documents and applicable law. The Company further acknowledges and agrees that to the extent any Defaults or in any way obligate Events of Default (other than the Lenders to Applicable Event of Default) now exist or hereafter provide any further waiver of any kind, to provide any further time arise prior to the enforcement of their rights Termination Date (or to provide any other financial accommodations to or on behalf otherwise), the holders of the Borrower or any Notes may immediately pursue all rights and remedies available to them in respect thereof under the Note Agreement, other Loan PartyTransaction Documents and applicable law. 3.3 (c) Notwithstanding anything to the contrary herein, the Lenders do not now waive, nor do they agree that they will waive contained herein or in the futureNote Agreement, any further unless the Termination Conditions have been met and no other Default or Event of DefaultDefault exists, the Prepayment shall be made with the Yield-Maintenance Amount. Neither this Agreement nor In any course event, the Prepayment shall be applied in satisfaction of dealing or delay or failure required payments of the Lenders principal in exercising any right, remedy, power or privilege under or in connection with any Event inverse order 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,their scheduled due dates.

Appears in 1 contract

Samples: Note Purchase Agreement (Kapstone Paper & Packaging Corp)

Limited Waiver. 3.1 Solely during (a) Borrower has requested that the Waiver Period (as defined below) and not at any other timeRequired Lenders waive compliance by Borrower with certain provisions of the Loan Documents and, 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 subject to the terms and conditions of this Agreement Amendment and Limited Waiver, Required Lenders are willing to agree to waive such compliance. At the request of Borrower, and in consideration of the mutual undertakings herein expressed, Required Lenders hereby waive compliance by Borrower with Section 5.02(h) (the “Subject Provision”) to the extent and only to the extent the Subject Provision applies to (i) the supplement of Parent Guarantor’s articles of incorporation to designate and classify an amount of the Parent Guarantor’s shares of preferred stock, $0.01 par value per share, as Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), which Series A Preferred Stock shall automatically be subordinate to the Advances and without further action or notice by any party expire (ii) the amendment of the Borrower’s agreement of limited partnership to create a class of partnership interests of the Borrower as Series A Preferred Units, which mirror the terms of the Series A Preferred Stock and shall be subordinate to the Advances, in each case consistent with the terms set forth in the draft Registration Statement on Form S-11 set forth in Exhibit A attached hereto (the Limited Waiver Termination Date (as defined below“Subject Matter”). 3.2 No waiver provided herein shall remain in effect after (b) Without limiting the Limited Waiver Termination Date. Upon generality of the Limited Waiver Termination Date, the Anticipated Defaults shall be deemed to be Events provisions 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) 9.01 of the Credit Agreement, the waiver set forth herein shall be limited precisely as written, 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 nothing in this Agreement Amendment and Limited Waiver shall be deemed to (a) constitute a waiver of compliance by Borrower with respect to (i) the Administrative Agent Subject Provision in any other instance or the Lenders of (ii) any Defaultother term, whether now existing provision or hereafter arising, or of any right or remedy the Administrative Agent or the Lenders may have under any condition of the Loan Documents or applicable law, except any other instrument or agreement referred 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 of them, or (b) prejudice any further waiver of right or remedy that any kind, to provide any further time prior to the enforcement of their rights Lender may now have 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 may have 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 future under or in connection with any Event of Default shall affect the Credit Agreement, the other Loan Documents or any other instrument or future exercise thereof agreement referred to in any of them or the existence of any other right, remedy, power or privilege, except to the extent under Applicable Laws. Except as expressly set forth herein; nor shall any single or partial exercise of any such rightin this Amendment and Limited Waiver, remedythe terms, power or privilege or any abandonment or discontinuance provisions and conditions of the steps to enforce any such right, remedy, power or privilege (pursuant to this Credit Agreement or otherwise) preclude any further exercise thereof or of any and the other right, remedy, power or privilege, except to the extent expressly set forth herein. For the purposes hereof,Loan Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed.

Appears in 1 contract

Samples: Credit Agreement (Summit Hotel Properties, Inc.)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined belowa) 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 continuingRequired Lenders hereby waive compliance by the Company with Sections 6.01(a), 6.01(b) and 6.04 of the Credit Agreement, and any Event of Default or Potential Default arising from its failure to comply with such Sections, but solely to the Administrative Agent extent such failure to comply is due to the Special Charge. (b) During the Waiver Period, the Required Lenders hereby waive compliance by the Company with Sections 5.01(a) and 5.01(c) of the Credit Agreement and any Event of Default or Potential Default arising from its failure to comply with such Sections. (c) During the Waiver Period, the Required Lenders hereby waive as a condition to issuance of a Performance Letter of Credit under the Credit Agreement the requirement in Section 4.02(b) of the Credit Agreement that the representation and warranty in Section 3.08 of the Credit Agreement be true and correct, but solely to the extent the inaccuracy thereof is by reason of matters disclosed to the Lenders shall have no right to enforce rights or exercise remedies with respect in writing prior 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 Amendment Effective Date (as defined below). 3.2 No waiver provided herein shall (d) The waivers granted pursuant to subsections (a), (b) and (c) above are subject to the conditions that, and the Company hereby agrees that, on and after the Amendment Effective Date and for so longer thereafter as such waivers remain in effect after effect: (i) neither the Limited Waiver Termination Date. Upon Company nor any of its Subsidiaries shall incur any Indebtedness which is, or procure the Limited Waiver Termination Dateissuance of any letter of credit the reimbursement obligation in respect of which would be, Guaranteed by or otherwise considered Indebtedness of any Credit Party or any of their respective domestic Subsidiaries (collectively, the Anticipated Defaults "RESTRICTED ENTITIES"), other than Performance Letters of Credit issued pursuant to the Credit Agreement; PROVIDED, however, that Parent may guarantee performance bonds or performance letters of credit of any Subsidiary other than a Restricted Entity; (ii) none of the Borrowers shall be deemed borrow any Loan or request the issuance of any Letter of Credit pursuant to be Events the Credit Agreement other than Performance Letters of Default in full force and effect, having occurred as Credit; (iii) simultaneously with or prior to the issuance of September 30, 2012 and continuing uninterrupted thereafter for all purposes, including, without limitation, for purposes any Performance Letter of calculating and charging default interest Credit under Section 2.9(c) of the Credit Agreement, and the Administrative Agent and Company shall Cash Collateralize the Lenders full amount of such Performance Letter of Credit in accordance with the Credit Agreement; (iv) no Restricted Entity shall retain all incur any Lien securing Indebtedness, any letter of credit or any amounts payable in respect of the rights Perryville Lease Agreement (as defined below) or the Receivables Securitization (as defined below), except as contemplated by (iii) above; (v) no Restricted Entity shall make any Investment in any Special Purpose Subsidiary; (vi) the aggregate cash balances in all bank accounts maintained by the Restricted Entities with any depositary institution which is not a Lender shall not at any time exceed $1,000,000; and (vii) neither the Company nor any of its Subsidiaries will make any payment of principal of any Indebtedness of any Restricted Entity other than Loans. (e) If any of the events or conditions specified in clauses (i), (ii), (iii) and remedies related thereto(iv) below shall occur, the Required Lenders may terminate the Waiver Period at their option by notice to the Company, such termination to be effective immediately upon the giving of such notice. This Agreement The events and conditions referred to in the preceding sentence are: (i) the Company shall not have delivered to the Lenders by January 30, 2002, its business plan (as well as a commentary on the proposed execution of such business plan), which shall include financial projections (including income statement, balance sheet, cash flow and other data), project backlog and other data by business unit on a quarterly basis for fiscal year 2002 and on an annual basis for fiscal year 2003; (ii) the Company shall not have delivered to the Lenders prior to or on the date of the meeting of Lenders referred to below, its business plan, which shall include financial projections (including income statement, balance sheet, cash flow and other data), project backlog and other data by business unit on an annual basis for fiscal years 2004 and 2005, and convened by March 1, 2002, a meeting of Lenders at which meeting it shall review and respond to questions concerning its business plan and propose the terms of a permanent amendment to the Credit Agreement; (iii) the Company or any Subsidiary shall fail to make one or more payments in respect of any Indebtedness when due (without giving effect of tolling or extending to any applicable cure period beyond grace period), or any event or condition shall occur which results in the period acceleration of the maturity of any Indebtedness or enables (or, with the giving of notice or lapse of time or both, would enable) the holder of such Indebtedness or any person acting on such holder's behalf to accelerate the maturity thereof; or (iv) the Company shall have suffered there to be any reduction in the amount of financing available to it and/or its Subsidiaries under, or any default under or in connection with, or any other event or condition which would permit a reduction in the amount of financing available under, either (x) the $37,000,000 Participation Agreement and Loan Facility dated as of December 16, 1994 among National Westminster Bank plc, the other lenders named therein and Perryville III Trust (the "PERRYVILLE LEASE AGREEMENT") or (y) the Receivables Purchase Agreement among Foster Wheeler Funding Corporation, Foster Wheeler Capital & Xxxxxxx Xxxxoration, Market Street Xxxxxxx Xxxxxration and PNC Bank, National Association dated as of September 25, 1998 (the "RECEIVABLES SECURITIZATION"), each as amended prior to the Amendment Effective Date; PROVIDED, however, that would have applied absent this the Company may reduce the amount of financing available under the Perryville Lease Agreement, but only to the extent ratably equivalent to the reduction in outstanding unsecured exposure under the Credit Agreement by virtue of expiration of Letters of Credit (or payment of principal) during the Waiver Period. Nothing in this Agreement The Company shall be deemed to constitute a waiver by the Administrative Agent or forthwith notify the Lenders of any Defaultevent or condition described above of which it has knowledge. (f) The Company acknowledges that, whether now existing upon formal approval by its Board of Directors of the Special Charge, one or hereafter arisingmore Events of Default would exist but for the waiver granted pursuant to subsection (a) above. (g) Each of the waivers granted pursuant to subsections (a), (b) and (c) above shall be limited precisely as written, shall not constitute a waiver of compliance with, 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 an Event of Default shall affect or Potential Default arising under, 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 provision of the steps Credit Agreement except those specified above and shall not constitute a waiver of compliance with, or an Event of Default or Potential Default under, such specified Sections at any time after such waiver ceases to enforce be effective. Each such waiver shall cease to be effective at the earliest of (i) 12:00 Noon (New York City time) on April 15, 2002, (ii) the time any such right, remedy, power or privilege condition specified in subsection (d) ceases to be met and (iii) the time the Waiver Period is terminated 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,subsection (e).

Appears in 1 contract

Samples: Revolving Credit Agreement (Foster Wheeler LTD)

Limited Waiver. 3.1 Solely during Subject to the terms and conditions set forth in this Limited Waiver Period (as defined below) and not at the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other timethan the Specified Interest Payment Default, the Lenders Lender hereby agree to temporarily waive (a) agrees that the Anticipated Defaults interest payment otherwise due and payable by Borrower under the Loan Agreement and the right other Loan Documents on July 1, 2009, and previously waived until July 31, 2009 and August 17, 2009 shall be further waived until August 31, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 31, 2009. The waiver agreed to accelerate herein (i) is temporary only and, if the Obligations interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 31, 2009, the waiver shall terminate and, as a result thereof. During the Waiver Periodresult, the Anticipated Defaults waiver shall no longer be deemed valid and shall not to have occurred impair, restrict or be continuing, and limit any right or remedy of the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies Lender with respect to the Anticipated Defaults. The waivers provided pursuant Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the terms of this Agreement Specified Interest Payment Default, 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 not be deemed to be Events a consent to any amendment, waiver or modification of Default any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain 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(iii) 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 extend nor be deemed to constitute a waiver by the Administrative Agent extend to any other Default or the Lenders Event of any Default, whether Default that may now existing exist or hereafter arisingarise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or of limit any right or remedy the Administrative Agent or the Lenders may have under any of the Loan Documents or applicable law, except Lender with respect 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 Default that may now exist or hereafter arise under the Loan Agreement nor or any of the other Loan Documents, and (v) shall not constitute any course of dealing or delay or failure other basis for altering any obligation of any member of the Lenders in exercising Borrower Group or any right, remedyprivilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, power and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under or in connection with any Event of Default this Limited Waiver, shall affect any other or future exercise thereof or the existence of any other rightoperate as a waiver thereof, remedy, power or privilege, except to the extent expressly set forth herein; nor shall any single or partial exercise of any such right, remedypower, power remedy or privilege or any abandonment or discontinuance of the steps to enforce any such right, remedy, power or privilege (pursuant to under this Agreement or otherwise) Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, remedypower, power remedy or privilege, except to the extent expressly set forth herein. For the purposes hereof,.

Appears in 1 contract

Samples: Limited Waiver to Construction Loan Agreement (Sammons Enterprises, Inc.)

Limited Waiver. 3.1 Solely (a) In reliance upon the representations, warranties and covenants of the Loan Parties contained in this Amendment/Waiver, and upon the terms and subject to the conditions of this Amendment/Waiver, effective as of the Waiver Effective Date, each of the Consenting Lenders hereby waives the Specified Events until the Limited Waiver Period ends in accordance with its terms (the “Limited Waiver”). The Borrower acknowledges and agrees that the Limited Waiver is a one-time waiver and is limited to the extent specifically set forth herein and no other terms, covenants or provisions of the Credit Agreement or any other Loan Document are intended pursuant to this Section 3 to (or shall) be affected hereby, all of which remain in full force and effect unaffected hereby. Except for the Specified Events during the Limited Waiver Period as described in the first sentence of this Section 3(a), each Loan Party acknowledges and agrees that the Limited Waiver shall not waive (or be deemed to be or constitute a waiver of) any covenant, term or provision in the Credit Agreement or any other Loan Document (or any breach thereof or any Default or Event of Default) or, except as expressly provided herein, hinder, restrict or otherwise modify any of the rights and remedies of any of the Lenders in respect of any present or future Default or Event of Default (whether or not related to the Specified Events) under the Credit Agreement or any other Loan Document, at law, in equity or otherwise. (b) Immediately upon the Limited Waiver Period ending in accordance with its terms, any Specified Event that shall have occurred on or before such date (determined solely for this purpose without giving effect to Section 3(a) above) shall be deemed to constitute an Event of Default that has occurred immediately upon the expiration of the Limited Waiver Period. (c) As used herein, the term “Limited Waiver Period” shall mean the period beginning on the Waiver Effective Date and ending on the earliest to occur of (the occurrence of clause (i), (ii) or (iii), a “Termination Event”): (i) the occurrence or existence of any Default or Event of Default (other than those arising from the Specified Events), (ii) the occurrence or existence of any Limited Waiver Default (as defined below) and not at any other timeor (iii) the later of (A) December 31, 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 arising2022, or of any right or remedy (B) such later date as the Administrative Agent or the Required 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 agree 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 Partysole discretion in writing. 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,

Appears in 1 contract

Samples: Credit Agreement (Blue Bird Corp)

Limited Waiver. 3.1 Solely during (a) The Parent and the Waiver Period Borrowers have advised the Agent and the Lenders that the Events of Default listed on Annex I hereto (as defined belowthe "Existing Defaults") have occurred and not at any are continuing under the Loan Agreement and the other timeLoan Documents, and have requested that the Agent and the Lenders waive such Existing Defaults. (b) Pursuant to the foregoing request, the Agent and the Lenders hereby agree waive, for the period commencing on the Amendment Effective Date and ending on the earliest to temporarily waive occur of the Anticipated Defaults following dates (the period ending on earliest of such dates being referred to herein as the "Waiver Period"): (i) June 26, 2003, (ii) the date on which the Agent determines, in its sole discretion (x) that any Borrower or any Guarantor has breached, or is not proceeding in good faith towards the performance of, any of its obligations as set forth in the Loan Agreement (as amended by this Amendment) or (y) that there has occurred, or in the opinion of the Agent there is reasonably likely to occur, a Material Adverse Change and (iii) the date of occurrence of any other Event of Default under the Loan Agreement or any of the other Loan Documents. Upon expiration of the Waiver Period, the limited waiver set forth in this clause (b) shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be to permit the Agent and the Lenders to exercise any and all of their rights and remedies immediately and at any time and from time to time thereafter, including, without limitation, the right to accelerate the Obligations as a result thereof. During and exercise any other remedies set forth in the Waiver PeriodLoan Agreement, the Anticipated other Loan Documents, applicable law and otherwise, in each case, without any notice, passage of time or forbearance of any kind. (c) Except as expressly set forth in clause (b), the Lenders have not waived, are not by this Amendment waiving, and have no present intention of waiving, any Existing Defaults or any other Events of Default which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same or similar to the Existing Defaults or otherwise), and nothing contained herein shall be deemed not or constitute any such waiver. Subject to have occurred or be continuingclause (b), and the Administrative Agent and the Lenders shall have no right reserve the right, in their discretion, to enforce exercise any or all rights or exercise remedies with respect to under 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 DateLoan Agreement, the Anticipated other Loan Documents, applicable law and otherwise, as a result of any Existing Defaults shall be deemed to be or any other Events of Default in full force and effect, having occurred as which may be continuing on the date hereof or any Events 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 Default which may occur after the Credit Agreementdate hereof, and the Administrative Agent and the Lenders shall retain all have not waived any of such rights or remedies and nothing in this Amendment, and no delay on the Agent's and the Lenders' part in exercising such rights or remedies, should be construed as a waiver of any such rights or remedies. (d) Each Borrower and each Guarantor hereby (i) represents and warrants that no Events of Default other than the Existing Defaults have occurred and are continuing under the Loan Agreement or any of the other Loan Documents and (ii) acknowledges and agrees that, subject to clause (b), each of the Existing Defaults entitles the Agent and the Lenders to (1) declare the Obligations to be immediately due and payable under the terms of the Loan Agreement and the other Loan Documents and (2) exercise their rights and remedies related thereto. This Agreement under the Loan Agreement, the other Loan Documents, applicable law or otherwise. (e) The Agent's and the Lenders' agreement to waive the Existing Defaults during the Waiver Period is not, and 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 no way be deemed to constitute or construed as, a waiver by the Administrative Agent or the Lenders of such Existing Defaults after the Waiver Period or any Default, other Default or Event of Default under the Loan Agreement or any other Loan Document whether now existing or hereafter arisingoccurring. (f) The Borrowers confirm and agree that, or of any right or remedy notwithstanding anything to the Administrative Agent or the Lenders may have under any of contrary contained in 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 Document, during the contrary hereinWaiver Period, the Lenders do they are not now waivepermitted to, nor do they agree and that they will waive not, make any payment, or pay any dividend to the Parent for any payment by it, in the future, any further Default or Event of Default. Neither this Agreement nor any course of dealing or delay or failure respect 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 Parent Notes 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,Fenway Management Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Iron Age Corp)

Limited Waiver. 3.1 Solely during As of April 1, 2010, and until the Waiver Period (as defined below) and not at any other timedate immediately prior to the date hereof, the aggregate outstanding principal amount of the Loan exceeded the Borrowing Base. In connection with the foregoing, Borrowers 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 hereby agree to temporarily waive the Anticipated Defaults and have the right to accelerate the Obligations as a result thereof. During the Waiver Period, the Anticipated Defaults shall be deemed not exercise any and all rights and remedies available to have occurred them at law 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 purposesequity, 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 theretoset forth in the Loan Agreement. This Notwithstanding the foregoing, Agent and Lenders hereby agree to waive the Specified Event of Default solely as it relates to Borrowers failing to comply with the provisions set forth in Section 2.3(d) of the Loan Agreement at any time between April 1, 2010 and the date immediately prior to the date hereof. 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, obligations and agreements under the Loan Agreement and the other Loan Documents. Except as expressly set forth herein, nothing contained in this Agreement or any other communication between Agent, Bahamian Collateral Agent and/or Lenders and the Borrowers shall be a waiver of any past, present or future violation, Default or Event of Default of Borrowers under the Loan Agreement or any other Loan Documents (including, without limitation, any continuation beyond the date hereof of any violations described above (it being understood that the continued existence of facts which as of the date hereof cease, by virtue of an amendment herein, to constitute violations, shall not be deemed to be such a continuation)). Similarly, Agent, Bahamian Collateral Agent and Lenders hereby expressly reserve any rights, privileges and remedies under the Loan Agreement and each Loan Document that Agent, Bahamian Collateral Agent and Lenders may have with respect to each violation, Default or Event of Default, and any failure by Agent, Bahamian Collateral Agent and/or Lenders to exercise any right, privilege or remedy as a result of the effect violations set forth above shall not directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of tolling Agent, Bahamian Collateral Agent and/or Lenders, except as set forth herein, at any time to exercise any right, privilege or extending remedy in connection with the Loan Agreement or any applicable cure period beyond other Loan Documents, (ii) amend or alter any provision of the period that would have applied absent this AgreementLoan Agreement or any other Loan Documents or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of Borrowers or any rights, privilege or remedy of Agent, Bahamian Collateral Agent, and/or Lenders under the Loan Agreement or any other Loan Documents or any other contract or instrument. Nothing in this Agreement shall be deemed construed to constitute be a waiver consent by the Administrative Agent or the Agent, Bahamian Collateral Agent, and/or Lenders of to any Defaultprior, whether now existing or hereafter arising, or of any right or remedy the Administrative Agent or the Lenders may have under any future violations 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 Document (including, without limitation, any continuation beyond the contrary date hereof of any violations described above (it being understood that the continued existence of facts which as of the date hereof cease, by virtue of an amendment herein, the Lenders do to constitute violations, shall 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 be deemed to the extent expressly set forth herein; nor shall any single or partial exercise of any be 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,a continuation)).

Appears in 1 contract

Samples: Loan and Security Agreement (Ultimate Escapes, Inc.)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period (as defined below) and not at any other timesatisfaction of the conditions precedent set forth in Section 4 of this Waiver, 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 party hereto hereby grant an extension to the Anticipated Defaults. The waivers provided pursuant Requested Waiver through July 8, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the terms extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of this Agreement shall automatically and without further action (i) any breach, Default or notice Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any party expire Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the Limited Waiver Termination Date part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (as defined below). 3.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Dated) diminish, the Anticipated Defaults shall be deemed to be Events prejudice or waive any of Default in full force Agent’s or any Lender’s rights 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 remedies 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 other Loan Documents Documents, or applicable law, except whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on July 8, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, 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 provision of the Borrower Credit Agreement or any other Loan Party. 3.3 Notwithstanding anything to Document is qualified by, or requires the contrary herein, the Lenders do not now waive, nor do they agree that they will waive in the futureabsence of, any further Default or Event of Default. Neither this Agreement nor any course of dealing , a Default 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 be deemed to have occurred for purposes 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 provisions as a result of the steps to enforce any such right, remedy, power or privilege (pursuant to this Agreement or otherwise) preclude any further exercise thereof or Specified Events of any other right, remedy, power or privilege, except to Default notwithstanding the extent expressly set forth herein. For the purposes hereof,Requested Waiver.

Appears in 1 contract

Samples: Limited Waiver and Consent to Credit Agreement (Sequential Brands Group, Inc.)

Limited Waiver. 3.1 Solely during (a) Subject to the Waiver Period (as defined satisfaction of the conditions set forth in Section 5 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 in reliance on the Administrative representations and warranties contained in Section 4 below, Agent and the Lenders shall have no right to enforce rights or exercise remedies with respect to hereby conditionally waive the Anticipated DefaultsSpecified Events of Default. The waivers limited conditional waiver set forth in this Section 3 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not, except as expressly 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 Dateherein, the Anticipated Defaults shall be deemed to (a) be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Financing Document; (b) 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; (c) constitute a consent to or waiver of any past, present or future Default or Event of Default (other than the Specified Events of Default) or other violation of any provisions of the Credit Agreement or any other Financing Documents; (d) constitute a waiver of any condition precedent under Section 7.2 of the Credit Agreement in respect of any advances of the Revolving Loans; (e) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit; or (f) establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent or any Lender, on the other hand. Neither Agent nor any Lender has waived (regardless of any delay in exercising such rights and remedies), any Default or Event of Default that may be continuing on the date hereof or any Event of Default that may occur after the date hereof (whether the same or similar to the Specified Events of Default in full force and effector otherwise), having occurred as and, other than the Specified Events 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 Default solely to the extent expressly set forth herein, nor shall no Lender Party has agreed to waive any Events of Default forbear with respect to any of its rights or remedies concerning any Events of Default, that may have occurred or are continuing as of the Lenders’ execution date hereof, or that may occur after the date hereof (b) Upon the occurrence of an Event of Default, Agent and delivery Lenders may at any time thereafter proceed to exercise any and all of this Agreement establish a course their respective rights and remedies under any or all of dealing among the Credit Agreement, any other Financing Document and/or applicable law, including, without limitation, their respective rights and remedies with respect to the Specified Events of Default. Without limiting the generality of the foregoing, upon the occurrence of any Event of Default, the Agent and Lenders may, in their sole discretion and without the Borrower requirement of any demand, presentment, protest, or in any way obligate the Lenders to hereafter provide any further waiver notice of any kind, (i) suspend or terminate any commitment to provide Revolving Loans or other extensions of credit under any further time prior or all of the Credit Agreement and other Financing Documents, (ii) charge interest on any or all of the Obligations at the Default Rate, effective from and after the date of the first Specified Event of Default to occur, (iii) commence any legal or other action to collect any or all of the Obligations from Borrowers, any other Credit Party and/or any Collateral, (iv) foreclose or otherwise realize on any or all of the Collateral, and/or setoff or apply to the enforcement payment of their rights any or to provide all of the Obligations, any or all of the Collateral, and (v) take any other financial accommodations to enforcement action or on behalf otherwise exercise any or all rights and remedies provided for by any or all of the Borrower Credit Agreement, any other Financing Documents and/or applicable law, all of which rights and remedies are fully reserved by the Lender Parties. (c) This Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan PartyFinancing Document. 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,

Appears in 1 contract

Samples: Credit, Security and Guaranty Agreement (Shimmick Corp)

Limited Waiver. 3.1 Solely during Subject to and on the Waiver Period terms and conditions set forth herein, Bank hereby waives the Existing Defaults; provided however, that such waiver: (a) applies only to the instance specified above and for the times stated, (b) is not a waiver of any subsequent breach of the same provisions of the Loan Agreement or any other Loan Document, (c) shall not extend or apply to, and is not a waiver of any breach of, any other Event of Default (or any event which, with the giving of notice, the lapse of time or both, would constitute an Event of Default (any of the foregoing a “Default”)) other than the Existing Defaults, and (d) is not a waiver of any Event of Default arising under Section 6.11 of the Loan Agreement arising due to the Accounting Errors, unless the defaults under the affected contract(s) or instrument(s) are waived by the other party(ies) thereto on or before December 31, 2009 by a Modification (as the term is defined belowin the Loan Agreement as amended hereby) that does not: (i) contain terms that are determined by Bank to be more restrictive or onerous than the terms contained in this Amendment and (ii) result in an Event of Default or Default. Nothing herein constitutes a waiver, amendment or forbearance of Borrower’s obligation to pay the Obligations, as and when due. This waiver is not at a continuing waiver with respect to any Event of Default or any obligation that Borrower may have under the Loan Agreement or the other Loan Documents after the date hereof. Except as expressly set forth above, Bank does not waive any failure by Borrower to perform any obligation under the Loan Agreement or any other timeLoan Document. Except as expressly set forth above, this letter shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Lenders hereby agree Loan Agreement or any other Loan Document. Bank reserves all of the rights, powers and remedies available to temporarily waive it under the Anticipated Defaults Loan Documents and applicable law, including the right to cease making advances to Borrower and to accelerate any or all of Borrower's indebtedness if any subsequent breach of the Obligations same provisions or any other provision of the Loan Agreement or any other Loan Document should occur. Bank is not obligated to grant this or any other waiver. Except for the waiver as a result thereof. During the Waiver Periodexpressly set forth above, the Anticipated Defaults Loan Agreement and each other Loan Document 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 accordance with their rights or to provide any other financial accommodations to or on behalf of the Borrower or any other Loan Partyrespective terms. 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,

Appears in 1 contract

Samples: Loan Agreement (Sunpower Corp)

Limited Waiver. 3.1 Solely during 4.01 Effective as of the Waiver Period (as defined below) Effective Date and not at any other timesubject to the terms and conditions herein, 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 Required Lenders shall have no right to enforce rights hereby waive the requirement that the Borrowers make any mandatory prepayment of the Term Loans or exercise remedies any other Obligations with respect any Excess Cash Flow generated during the fiscal year ending December 31, 2023, notwithstanding anything to the Anticipated Defaults. The waivers provided pursuant to contrary in the terms of this Credit 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 purposesOther Document, including, without limitation, for purposes of calculating and charging default interest under Section 2.9(c2.20(c) of the Credit Agreement. 4.02 Except as expressly set forth in Section 4.01, nothing contained herein or any other communication prior to the date hereof shall be construed as a waiver by Agent or the Required Lenders of any covenant or provision of the Credit Agreement, any Other Document, or of any other contract or instrument between any Borrower and Agent or the Lenders and the Administrative failure of Agent or the Lenders at any time or times hereafter to require strict performance by any Borrower of any provision thereof shall not waive, affect or diminish any right Agent or the Lenders has to thereafter demand strict compliance therewith. Agent and the Lenders shall retain hereby reserve all rights granted under the Credit Agreement, each Other Document, and any other contract or instrument among Borrowers, Agent and the Lenders. Irrespective of any previous failures or delays of Agent and/or the rights Lenders in the monitoring or in the requiring of compliance by Borrowers with the duties, obligations, and remedies related theretoagreements of Borrowers in the Credit Agreement and the Other Documents, hereafter Borrowers are expected to comply strictly with their duties, obligations and agreements under the Credit Agreement and the Other Documents. 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 Similarly, except as set forth above, nothing contained in this Agreement letter agreement shall be deemed to constitute a waiver by the Administrative Agent directly or the Lenders of indirectly in any Defaultway whatsoever either: (i) impair, whether now existing prejudice or hereafter arising, otherwise adversely affect Agent’s 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 rights at any time to exercise any right, privilege or remedy in connection with the Credit Agreement establish a course of dealing among the Lenders and the Borrower or in any way obligate the Lenders to hereafter provide Other Document, (ii) amend or alter 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 provision of the Borrower Credit Agreement or any Other Document or any other Loan Party. 3.3 Notwithstanding anything to the contrary hereincontract or instrument, 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 (iii) constitute any course of dealing or delay other basis for altering any obligation of Borrowers under the Credit Agreement and the Other Documents or failure of the Lenders in exercising any right, remedy, power privilege or privilege remedy of Agent or any Lender under the Credit Agreement and the Other Documents or in connection with any Event of Default shall affect any other contract or future exercise thereof or instrument among Borrowers, Agent and 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,Lenders.

Appears in 1 contract

Samples: Revolving Credit, Term Loan, Guaranty and Security Agreement (Dril-Quip Inc)

Limited Waiver. 3.1 Solely (a) The Credit Parties acknowledge that (a) a Credit Event may exist under the Loan Facility Agreement as a result of the failure of the Consolidated Companies to comply with the terms of Section 6.13 of the Loan Facility Agreement during the Waiver Period (as defined below) (the “Net Worth Credit Event”) and not at any other time(b) Credit Events will exist under the Loan Facility Agreement on March 4, the Lenders hereby agree to temporarily waive the Anticipated Defaults and the right to accelerate the Obligations 2008 as a result thereofof the failure of the Consolidated Companies to comply with the terms of Sections 6.11 and 6.12 of the CHAR1\1040771v3 Loan Facility Agreement as of the fiscal quarter ending March 4, 2008 (the Credit Events enumerated in (a) and (b) above, the “Applicable Credit Events”). (b) Subject to the other terms and conditions of this Agreement, the Servicer and the Participants hereby waive the Applicable Credit Events for the period from the date hereof until April 18, 2008 (the “Waiver Period”), whether the Net Worth Credit Event exists as of the date of this Agreement or arises at some other point during the Waiver Period, for all purposes of the Loan Facility Agreement. During Accordingly, during the Waiver Period, the Anticipated Defaults shall be deemed not to have occurred or be continuing, Servicer 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 Participants shall, subject 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 Dateconditions set forth herein, 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 forbear exercising their rights and remedies related theretoarising exclusively as a result of the Applicable Credit Events and continue to establish Loan Commitments, make Advances and issue, extend amend or renew Letters of Credit in accordance with the terms thereof. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Participants or the Servicer to waive any other Credit Event or Unmatured Credit Event, now existing or hereafter arising. This Agreement shall not have limited waiver is limited solely to the effect of tolling or extending any applicable cure period beyond the period that would have applied absent this Agreement. Nothing Applicable Credit Events, and nothing contained in this Agreement shall (i) modify the Credit Parties’ obligations to comply fully with Section 6.11, 6.12 and 6.13 of the Loan Facility Agreement and all duties, terms, conditions or covenants contained in the Loan Facility Agreement and the other Operative Documents and (ii) be deemed to constitute a waiver by the Administrative Agent or the Lenders of any Default, whether now existing other rights or hereafter arising, remedies the Servicer or of any right or remedy the Administrative Agent or the Lenders Participant may have under the Loan Facility Agreement or any other Operative Documents or under applicable law. This is a one-time waiver, and the Servicer and the Participants shall have no obligation to extend the limited waiver or otherwise amend, modify or waive any provision of the Loan Facility Agreement or any other Operative Document at the end of the Waiver Period. The provisions and agreements set forth in this Agreement shall not establish a custom or course of dealing or conduct between the Servicer, any Participant, the Sponsor or any other Credit Party. (c) The Credit Parties acknowledge and agree that unless the Servicer and the Participants, in their sole discretion, further amend the Loan Facility Agreement or otherwise agree in writing to continue this limited waiver beyond the Waiver Period, Credit Events will occur under the Loan Facility Agreement as of April 19, 2008, for which no grace period or cure period shall apply, and the Servicer and the Participants may pursue all rights and remedies available to them under the Loan Facility Agreement, the Operative Documents or and applicable law, except . The Credit Parties further acknowledge and agree that to the extent expressly set forth hereinany Credit Events or Unmatured Credit Events (other than the Applicable Credit Events) now exist or hereafter arise during the Waiver Period, nor shall the Lenders’ execution and delivery of this Agreement establish a course of dealing among the Lenders Servicer and the Borrower or Participants may immediately pursue all rights and remedies available to them in any way obligate respect thereof under the Lenders to hereafter provide any further waiver Loan Facility Agreement, other Operative Documents and applicable law. (d) The Credit Parties acknowledge and agree that the establishing of Loan Commitments, making of Advances and issuance, extension, amendment and renewal of any kind, to provide any further time prior Letter of Credit pursuant to the enforcement of their rights or to provide any other financial accommodations to or on behalf of Loan Facility Agreement during the Borrower or any other Loan Party. 3.3 Notwithstanding anything to the contrary hereinWaiver Period does not now, the Lenders do and will not now waive, nor do they agree that they will waive in the future, any further Default constitute (i) an agreement or Event of Default. Neither this Agreement nor any course of dealing obligation, whether implied or delay or failure express, on the part of the Lenders Servicer and Participants to establish Loan Commitments or make Advances or of the Servicer to issue, extend, amend or renew such Letters of Credit in exercising the future after the expiration of the Waiver Period or (ii) a waiver by the Servicer or the Participants of any rightof their respective rights or remedies at any time, remedy, power or privilege under now or in connection the future, with respect to any Credit Event of Default shall affect any or Unmatured Credit Event (other or future exercise thereof than the Applicable Credit Events) or the existence of any other right, remedy, power or privilege, except to Applicable Credit Events after 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 expiration 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,Waiver Period.

Appears in 1 contract

Samples: Limited Waiver Agreement (Ruby Tuesday Inc)

Limited Waiver. 3.1 Solely Borrower has advised Administrative Agent and Lenders that it has restructured its Subsidiaries’ ownership of certain unmortgaged royalty interests and certain unmortgaged Colorado and Kansas properties by creating three new Subsidiaries (Ellora Royalties GP, Inc., a Colorado corporation, Ellora Royalties, LLC, a Colorado limited liability company, and Ellora CO, LLC, a Colorado limited liability company) and by converting its Subsidiary previously named Ellora, LLC into Ellora Royalties, LP, a Colorado limited partnership. Borrower has further advised Administrative Agent and Lenders that Borrower did not promptly comply with the provisions of (a) Sections 8.14(b) and 9.15 of the Credit Agreement in connection with Borrower’s creation of such new Subsidiaries, (b) Section 8.01(i) of the Credit Agreement in connection with the conversion and name change of Ellora, LLC, a Colorado limited liability company, to Ellora Royalties, LP, , a Colorado limited partnership, and (c) Section 8.02(b) of the Credit Agreement in connection with giving notice of the litigation described in Schedule 7.05 hereto (such violations collectively referred to herein as the “Specified Violations”). Borrower has advised Administrative Agent and Lenders that the Specified Violations have been cured and no longer exist. Nonetheless, Borrower requests that Lenders execute this First Amendment in part to evidence the Lenders’ limited waiver of the Specified Violations, which occurred during the Waiver Period period prior to the First Amendment Effective Date (as defined below) the “Specified Period”). In reliance on the representations and not at any other timewarranties of Borrower contained herein, and subject to the limitations set forth herein, Lenders party hereto hereby agree to temporarily waive the Anticipated Defaults Specified Violations for the Specified Period. The limited waiver granted under this First Amendment is limited solely to the Specified Violations and solely for the right to accelerate the Obligations as a result thereofSpecified Period. During the Waiver Period, the Anticipated Defaults Nothing contained herein shall be deemed not to have occurred a waiver of any other action or be continuinginaction of Borrower which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document, and or which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document. Neither Lenders nor the Administrative Agent and the Lenders shall have no right be obligated to enforce rights grant any future waivers, consents or exercise remedies amendments with respect to the Anticipated Defaults. The waivers provided pursuant to the terms of this Credit 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,Document

Appears in 1 contract

Samples: Credit Agreement (Ellora Energy Inc)

Limited Waiver. 3.1 Solely during Effective as of and from the Waiver Period Amendment Effective Date, the Administrative Agent and the Lenders party hereto (as defined belowconstituting the Required Lenders) and not hereby waive any Change in Control under clause (a) or clause (c) of the definition thereof that directly results from the issuance of any Permitted Disqualified Capital Stock or Qualified Capital Stock contemplated by this Amendment (the “Specified Event of Default”); provided that if, at any other timetime on or after the Amendment Effective Date, clause (a) or (c) of such definition would be satisfied (with respect to any one or more purchasers of any such Permitted Disqualified Capital Stock or Qualified Capital Stock, individually or in the Lenders hereby agree to temporarily waive aggregate) if each clause were modified by replacing “40%” with “50%” therein, (x) such event shall constitute an immediate Event of Default under the Anticipated Defaults Credit Agreement and (y) the right to accelerate the Obligations as a result thereof. During the Waiver Period, the Anticipated Defaults Loan Documents shall be deemed not to have occurred or be continuingapply in all respects, 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 theretothereunder, as if the foregoing waiver had never been granted. 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 waivewaiver contemplated by the first sentence of this Section 2.10 shall apply only to the waiver of the Specified Event of Default and to no other term, nor do they agree that they will waive in condition or other provision of the futureCredit Agreement or any other Loan Document (including any and all other amendments, consents, waivers, supplements or other modifications thereto) or, upon and after the effectiveness thereof, to any further Default or Event of Default (including any Default or Event of Default resulting from a Change in Control that is not the Specified Event of Default) which may have occurred and be continuing or may occur in the future. Neither The execution, delivery and effectiveness of this Agreement nor Amendment shall not, except as expressly contemplated by this Section 2.10 and then only on and after the Amendment Effective Date, operate as a waiver of any course of dealing right, power or delay or failure remedy 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 Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other right, remedy, power provision of any of the Loan Documents or privilege, for any purpose except to the extent as 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,.

Appears in 1 contract

Samples: Credit Agreement (Internap Corp)

Limited Waiver. 3.1 Solely during (a) Subject to the Waiver Period (as defined below) terms and not at any other timeconditions herein set forth and in reliance upon the Loan Parties’ representations, acknowledgments, agreements and warranties herein contained, including, without limitation, the Lenders hereby agree to temporarily waive satisfaction of the Anticipated Defaults and the right to accelerate the Obligations as a result thereof. During the Waiver Periodconditions precedent described in Section 6 herein, the Anticipated Defaults shall be deemed not to have occurred or be continuing, and the Administrative Agent and the Lenders agree that during the Waiver Period, (i) the Non-Compliance Events are waived and (ii) no interest at the Default Rate will be charged, accrued or paid in respect of any Non-Compliance Event, and any such amount accrued or charged prior to the Waiver period is waived. The Administrative Agent’s and the Lenders’ agreement to waive the Non-Compliance Events is temporary and limited in nature and shall have no right not be deemed: (i) to enforce preclude or prevent the Administrative Agent, the Lenders and/or any other Secured Party from exercising any rights and remedies under the Loan Documents, applicable law or exercise remedies otherwise arising on account of (A) any Default or Event of Default (other than in respect of the Non-Compliance Events) or (B) the Non-Compliance Events to the extent still existing after the Waiver Period; (ii) to effect any amendment of the Credit Agreement or any of the other Loan Documents, all of which shall remain in full force and effect in accordance with their respective terms; (iii) to constitute a waiver of any other Default or Event of Default (whether now existing or hereafter occurring) or any term or provision of the Credit Agreement or any of the other Loan Documents other than the waivers contained in the first sentence of this clause (a); or (iv) to establish a custom or course of dealing among the Borrower, any other Loan Party and the Administrative Agent, the Lenders and/or any other Secured Party. Notwithstanding the above, the waiver provided in the first sentence of this Section 4(a) shall be permanent upon the consummation of the Recapitalization Transaction. (b) The Recitals to this Agreement are hereby incorporated by reference as fully set forth herein and the Loan Parties represent, warrant, and acknowledge that such Recitals are true and correct. (c) The temporary waiver of the Non-Compliance Events shall terminate upon the occurrence of any one or more of the following events (each, a “Waiver Termination Event”): (i) Any Loan Party repudiates or asserts a defense to any obligation or liability under this Agreement, the Credit Agreement or any other Loan Document or makes or pursues a claim against the Administrative Agent or any Lender; and/or (ii) Any Loan Party fails to observe or perform any of its agreements, conditions or undertakings set forth in this Agreement; and/or (iii) The occurrence or existence of any Event of Default under the Credit Agreement or any other Loan Document (except with respect to the Anticipated Defaults. The waivers provided pursuant to the terms of this Agreement shall automatically and without further action Non-Compliance Events), or notice any breach or default 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 DateLoan Party of any term, the Anticipated Defaults shall be deemed to be Events of Default in full force and effectcovenant, having occurred as of September 30condition, 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 representation or extending any applicable cure period beyond the period that would have applied absent this Agreement. Nothing warranty set forth in this Agreement shall be deemed to constitute a waiver by the Administrative Agent or the Lenders of any DefaultAmendment, in each case, whether now existing or hereafter arisingoccurring; and/or (iv) Any representation, warranty or statement of any right Loan Party contained herein or remedy in any financial statements (other than with respect to any projections or forward looking financial information, to the extent such information was prepared in good faith) of any Loan Party provided to the Administrative Agent or and/or the Lenders may in connection herewith shall have been false or incorrect in any material respect (or, with respect to those representations and warranties expressly limited by their terms by materiality or material adverse effect qualifications, in any respect); and/or (v) The release of the Secured Parties set forth below is alleged to be invalid or unenforceable by any claim or proceeding initiated or commenced in favor of, through, or by any Loan Party or any other Person; (vi) The Borrower amends, supplements or otherwise modifies (or permits the amendment, supplement or other modification of) the Equity Backstop Commitment Letter or consents to the assignment of any obligations of Vintage Capital Management, LLC or X. Xxxxx Financial, Inc. set forth therein without the prior written consent of the Administrative Agent and the Required Lenders; (vii) Vintage Capital Management, LLC or X. Xxxxx Financial, Inc. (as applicable) amends, supplements, modifies, terminates, breaches, defaults under, or fails to perform the Equity Backstop Commitment Letter or seeks to assign to any other party any obligations set forth therein without the prior written consent of the Administrative Agent and the Required Lenders; provided further that time is of the essence with respect to Vintage Capital Management, LLC’s and X. Xxxxx Financial Inc.’s obligations under the Equity Backstop Commitment Letter; (viii) The consummation of the Recapitalization Transaction; and/or (ix) 5:00 p.m. (New York City time) on the later of (x) April 15, 2018 and (y) the earlier of (I) 20 days after the SEC declares effective the Borrower’s Registration Statement on Form S-3 (including any post-effective amendment thereto required by law) and (II) May 1, 2018. Notwithstanding any provision of the Credit Agreement, this Agreement or any other Loan Document to the contrary, upon the occurrence of a Waiver Termination Event, the Administrative Agent and/or the Required Lenders may, at their option, terminate the Waiver Period (provided that upon the occurrence of any of the Loan Documents or applicable law, except to the extent expressly Waiver Termination Events set forth hereinin clauses (vi), nor (vii), (viii) and (ix), the Waiver Period shall the Lenders’ execution automatically terminate) and, at their option and delivery of this Agreement establish a course of dealing among the Lenders and the Borrower or in any way obligate the Lenders without notice 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 Party except as otherwise required by the Loan Documents, exercise any and all rights and remedies pursuant to the contrary herein, the Lenders do not now waive, nor do they agree that they will waive in the future, any further Default Loan Documents or Event applicable law as a result 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 Non-Compliance Events or any abandonment or discontinuance of Other Default in such manner as 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 Administrative Agent and/or the extent expressly set forth herein. For the purposes hereof,Required Lenders in their sole and exclusive discretion determine.

Appears in 1 contract

Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)

Limited Waiver. 3.1 Solely during a. Subject to and effective upon the Waiver Period due execution and delivery by the Company and each of the Subordinated Buyers of the Intercreditor Agreement, and subject to the conditions set forth in Section 3(b) hereof, each of the Buyers, severally and not jointly, hereby waives any and all violations or breaches of the April Notes (as amended hereby) and the Bridge Notes (as amended hereby), respectively, and any of the other Transaction Documents (as defined below) and not at any other timein each of the Purchase Agreements, collectively, the Lenders hereby agree to temporarily waive the Anticipated Defaults and the right to accelerate the Obligations “Buyer Transaction Documents”), as a result thereof. During the Waiver Period, the Anticipated Defaults shall be deemed not to have occurred or be continuingapplicable, 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 (as defined in each of the Notes), solely to the extent that any such violation, breach or Event of Default is the direct result of the Company’s and the Subsidiaries’ issuance of the Subordinated Securities, and entering into, and carrying out their respective obligations under, the Subordinated Purchase Agreement, the Subordinated Securities, the Mortgages (as defined in the Subordinated Purchase Agreement) and the Subsidiary Guaranty (as defined in the Subordinated Purchase Agreement) (the Mortgages and the Subsidiary Guaranty, each in the form attached hereto as Exhibit E, without amendment or other modification, together with the Subordinated Purchase Agreement and the Subordinated Securities, the “Subordinated Transaction Documents”); provided, however, that upon any amendment, restatement or other modification of, supplement to, or waiver by any party of any of the conditions or obligations of any of the Subordinated Buyers set forth in, the Subordinated Purchase Agreement, or the Subordinated Securities or any of the other Subordinated Transaction Documents, without the prior written consent of the Buyers, the limited waiver set forth in this Section 3(a) shall affect be null and void and of no further force and effect as if the Buyers had never granted the limited waiver set forth in this Section 3(a). b. The limited waivers set forth in Section 3(a) hereof, (i) are not, nor shall they be deemed to be, waivers of any adjustment to the Purchase Price (as defined in the April Warrants) pursuant to Section 3.4 of the April Warrants held by the Buyers, resulting from, or otherwise relating to, the consummation of the transactions contemplated by the Subordinated Purchase Agreement and the other Subordinated Transaction Documents, including the issuance by the Company of the Subordinated Securities, (ii) are not, nor shall they be deemed to be, waivers under any other circumstance or future exercise thereof or the existence waivers of any other rightcondition, remedyrequirement, power provision or privilegebreach of, except to or rights under, any of the extent expressly set forth herein; Notes (as amended hereby), any of the Buyer Transaction Documents or any other agreement or instrument, and (iii) do not, nor shall any single they be deemed to, establish a custom or partial exercise course 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,dealing.

Appears in 1 contract

Samples: Waiver and Amendment Agreement (South Texas Oil Co)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined belowA) 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 Subject to the Anticipated Defaults. The waivers provided pursuant to the terms terms, conditions and limitations 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 purposesAgreement, including, without limitation, Section 2, below, each of the Administrative Agent, the Letter of Credit Issuer and the Lenders hereby waives the Subject Default solely with respect to the Borrowers permitting the Best Rating of JRG RE to be lower than “A-”. The waiver provided for purposes pursuant to the immediately preceding sentence (the “Subject Waiver”) shall not be construed to apply to the Borrowers’ performance of calculating (or failure to perform) the covenant set forth in Section 6.15 in all other instances except for the Subject Default, including with respect to any Insurance Subsidiary other than JRG RE. (B) The Subject Waiver (i) is limited to its express terms, (ii) shall not be deemed to be a waiver of any Default or Event of Default that may have existed on or prior to the date hereof, or of any Default or Event of Default that may hereafter arise, (iii) is not intended to, and charging default interest under Section 2.9(c) shall not, establish any course of dealing among the Borrowers, the Administrative Agent, the Letter of Credit Issuer and the Lenders that is inconsistent with the express terms of the Credit Agreement, and the Administrative Agent and the Lenders shall retain all of the rights and remedies related thereto. This Agreement (iv) 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 operate as 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, remedypower, power or privilegeremedy of the Administrative Agent, except the Letter of Credit Issuer or the Lenders under the Credit Agreement, and (v) shall not be construed as an agreement or understanding by the Lenders to grant any waiver or other accommodation in the extent expressly set forth herein; nor shall future with respect to any single or partial exercise provision of any such right, remedy, power or privilege the Credit Agreement or any abandonment or discontinuance of the steps other Loan Documents except as expressly described in this Waiver Agreement. (C) The Subject Waiver shall expire if the requirement under Section 6.15 of the Credit Agreement is not satisfied with respect to enforce any such rightJRG RE on or before March 1, remedy, power or privilege (pursuant 2025 unless extended in writing by the parties to this Waiver Agreement. Upon a sale of JRG RE by JRGH to a third party purchaser, JRG RE will no longer be an Insurance Subsidiary and the requirements under Section 6.15 of the Credit Agreement or otherwise) preclude any further exercise thereof or of any other right, remedy, power or privilege, except to will be satisfied and the extent expressly set forth herein. For the purposes hereof,Subject Default will no longer be continuing.

Appears in 1 contract

Samples: Waiver Agreement (James River Group Holdings, Ltd.)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period (as defined below) terms and not at any other timeconditions set forth herein, 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 Lenders hereby waive in advance any Default or Event of Default that may arise from the Potential Default; provided, however, Borrower hereby agrees that Borrower’s failure to deliver the financial statements required to be delivered for the fiscal year ending December 31, 2011 pursuant to Section 5.2(a) of the Credit Agreement on or before July 31, 2012 in form and substance as required by Section 5.2(a) of the Credit Agreement shall constitute an Event of Default. Except as expressly provided herein, the Credit Agreement and the Loan Documents are hereby ratified and confirmed and shall be and shall remain in full force and effect in accordance with their respective terms, and this Agreement shall not be construed to: (i) impair the validity, perfection or priority of any lien or security interest securing the Obligations; (ii) waive or impair any rights, powers or remedies of Administrative Agent or the Lenders under the Credit Agreement or the Loan Documents; or (iii) constitute an agreement by Administrative Agent or the Lenders or require Administrative Agent or the Lenders to extend the term of the Credit Agreement or the time for payment of any of the Obligations. This Agreement shall have no right not be deemed to enforce rights evidence or exercise remedies with respect to result in a novation of the Anticipated DefaultsCredit Agreement. The waivers provided pursuant to In the event of any inconsistency between the terms of this Agreement and the Credit Agreement or the Loan Documents, this Agreement shall automatically govern. The limited waiver set forth above shall not apply to any other past, present or future deviation from the referenced portions of the Credit Agreement or any other provision of the Credit Agreement or any other Loan Documents. Administrative Agent’s and without further action Lenders’ waiver of any Default or notice by Event of Default arising from the Potential Default and its right to exercise any party expire on right, privilege or remedy as a result thereof shall not directly or indirectly in any way whatsoever either: (a) impair, prejudice or otherwise adversely affect Administrative Agent’s and Lenders’ right at any time to exercise any other right, privilege, or remedy in connection with 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 DateCredit Agreement, the Anticipated Defaults shall be deemed to be Events of Default in full force and effectother Loan Documents, having occurred as of September 30any other agreement, 2012 and continuing uninterrupted thereafter for all purposesor any other contract or instrument, including, without limitation, for purposes of calculating and charging default interest under Section 2.9(cor (b) amend or alter any provision 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 Defaultother Loan Documents, 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 agreement, or any other Loan Party. 3.3 Notwithstanding anything to the contrary hereincontract or instrument, 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 (c) constitute any course of dealing or delay other basis for altering any obligation of any Loan Party or failure of the Lenders in exercising any right, remedyprivilege, power or privilege remedy of Administrative Agent and Lenders under or in connection with any Event of Default shall affect the Credit Agreement, the other Loan Documents, any other agreement, or future exercise thereof or the existence of any other right, remedy, power contract 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,instrument.

Appears in 1 contract

Samples: Credit Agreement (Pilgrims Pride Corp)

Limited Waiver. 3.1 Solely during In reliance on the Waiver Period (as defined below) representations, warranties, covenants and not at any other timeagreements contained in this Second Amendment, and the satisfaction of the conditions precedent set forth in Section 5 hereof, the Lenders hereby agree waive any Defaults or Events of Default arising solely due to temporarily waive the Anticipated Defaults and Specified Non-Compliance; provided that (x) the right to accelerate the Obligations as limited waiver provided for herein shall constitute a result thereof. During the Waiver Period, the Anticipated Defaults shall be deemed not to have occurred or be continuing, one-time waiver and the Administrative Agent and the Lenders shall have no right obligation to enforce rights grant any future waivers, consents or exercise remedies amendments with respect to the Anticipated Defaults. The waivers provided pursuant to Credit Agreement or any other Loan Document and (y) the terms waiver of this Agreement the Specified Hedging Non-Compliance shall automatically not apply, 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 it 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 constitute an immediate Event 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, if one or more Swap Agreements entered into by Borrower and/or its Subsidiaries (when aggregated and netted with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) cause the aggregate notional volumes of all Swap Agreements in respect of crude oil then in effect to exceed, as of any date, for any calendar month in 2015 or 2016, 100% of the reasonably anticipated production from the proved Oil and Gas Properties, as listed on the most recently delivered Reserve Report pursuant to Section 2.07, of the Loan Parties for crude oil. Neither the execution by the Administrative Agent and or the Lenders shall retain all of this Second Amendment, nor any other act or omission by the rights and remedies related thereto. This Agreement shall not have Administrative Agent or the effect of tolling Lenders or extending any applicable cure period beyond the period that would have applied absent this Agreement. Nothing their officers in this Agreement connection herewith, shall be deemed to constitute a waiver by the Administrative Agent or the Lenders of any Default, whether now existing other defaults which may exist or hereafter arisingwhich may occur in the future under the Credit Agreement and/or the other Loan Documents, or any future defaults of the same provision waived hereunder (collectively “Other Violations”). Similarly, nothing contained in this Second Amendment shall directly or indirectly in any way whatsoever either: (a) impair, prejudice or otherwise adversely affect the Administrative Agent’s or the Lenders’ right at any time to exercise any right, privilege or remedy in connection with the Loan Documents with respect to any Other Violations; (b) other than the amendments expressly provided for in Section 2 hereof, amend or alter any provision of the Credit Agreement, the other Loan Documents, or any other contract or instrument; or (c) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders may have under the Credit Agreement, the other Loan Documents, or any of other contract or instrument. Nothing in this Second Amendment shall be construed to be a consent by the Loan Documents Administrative Agent 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 PartyOther Violations. 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,

Appears in 1 contract

Samples: Credit Agreement (Emerald Oil, Inc.)

Limited Waiver. 3.1 Solely 2.1 The Borrower has informed the Lenders that an Event of Default has occurred as a result of the Borrower’s failure to comply with Section 6.12(a) of the Credit Agreement due to the Total Net Leverage Ratio for the period of four (4) consecutive fiscal quarters of the Borrower ending September 30, 2021 exceeding 2.75 to 1.00 (such specific Event of Default, the “Specified Default”). In reliance on the representations and warranties of the Borrower set forth in Section 5 below and subject to the satisfaction of the conditions precedent set forth in Section 3 below, solely during the Waiver Period (as defined below) and not at any other time, (a) the Lenders hereby agree to temporarily waive the Anticipated Defaults Specified Default and the right to accelerate the Secured Obligations as a result thereof. During thereof and (b) the Waiver Period, the Anticipated Defaults Specified Default 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 solely with respect to the Anticipated DefaultsSpecified Default. The waivers provided pursuant to the terms of this Agreement Waiver shall automatically and without further action or notice by any party expire on the Limited Waiver Termination Date (as defined below). 3.2 No 2.2 This Waiver is a limited waiver and no waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Date, the Anticipated Defaults Specified Default shall be deemed to be Events an Event of Default in full force and effect, having occurred as of September 30, 2012 2021 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 Waiver shall not have the effect of tolling or extending any applicable cure period beyond the period that would have applied absent this AgreementWaiver. Nothing in this Agreement Waiver shall be deemed to constitute a waiver by the Administrative Agent or the Lenders of any Default or Event of 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 Waiver 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 2.3 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 Waiver 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 Waiver or otherwise) preclude any further exercise thereof or of any other right, remedy, power or privilege, except to the extent expressly set forth herein. 2.4 It is expressly understood and agreed that, unless otherwise agreed in writing by the Required Lenders in their sole discretion, no Credit Event shall be requested by the Borrower or made by the Lenders on and after the Waiver Effective Date; provided that, for the avoidance of doubt, it is further understood and agreed that the Waiver provided in Section 2.1 above shall be deemed not to apply to Section 4.02 of the Credit Agreement. For the purposes hereof,:

Appears in 1 contract

Samples: Limited Waiver to Credit Agreement (Tpi Composites, Inc)

Limited Waiver. 3.1 Solely during (a) Subject to the terms of, and to compliance with, this Section 2, Section 3 and Section 4 of this Limited Waiver, the undersigned Holders hereby: (i) temporarily waive the First Interest Payment Default, and (except as otherwise set forth in this Limited Waiver) their rights and remedies under the Indenture with respect to the First Interest Payment Default, until the applicable New First Interest Payment Date (as defined below), and unless and until the applicable New First Interest Payment Date, the First Interest Payment Default shall not be considered a Default or an Event of Default under the Indenture; (ii) temporarily waive the Second Interest Payment Default and any Event of Default resulting from the Second Interest Payment Default, and (except as otherwise set forth in this Limited Waiver) their rights and remedies under the Indenture with respect to the Second Interest Payment Default and any Event of Default resulting from the Second Interest Payment Default, in each case until the Deferred Interest Payment Date (as defined below), and unless and until the Deferred Interest Payment Date, the Second Interest Payment Default shall not be considered a Default or result in an Event of Default under the Indenture; (iii) temporarily waive the Registration Default and their rights and remedies with respect to the Registration Default under the Indenture, such that the Registration Default shall not be considered a Default or an Event of Default under the Indenture. To avoid doubt, to the extent stated in or to the extent that, at any time, the Company fails to comply in any manner with this Section 2, Section 3 or Section 4 of this Limited Waiver, (v) the temporary waivers provided by this Section 2(a) shall immediately terminate, (w) the First Interest Payment Default shall constitute an immediate Event of Default under the Indenture retroactive to the First Interest Payment Date, (x) the Second Interest Payment Default shall constitute an immediate Event of Default under the Indenture retroactive to the Second Interest Payment Date, (y) the Registration Default shall constitute an immediate Event of Default under the Indenture retroactive to May 14, 2023, and (z) this Section 2 (other than Section 2(b), Section 2(c), Section 2(d) and Section 2(e) of this Limited Waiver) shall automatically terminate and be of no further force and effect. If the Company fully complies with the requirements of this Section 2, Section 3 and Section 4 of this Limited Waiver, including without limitation the making of the payments when and as required under Section 2(c) and Section 2(d) of this Limited Waiver, then the temporary waivers provided in Section 2(a) of this Limited Waiver Period shall become permanent. (b) The Company’s obligations set forth in Section 2(b) of the November 2023 Limited Waivers with each of the undersigned Holders (other than the November 2023 Limited Wavier with Nineteen77 Global Multi Strategy Alpha Master Limited) is hereby amended and restated in its entirety with the Company’s obligations set forth in Section 2(c) of this Limited Waiver. (c) The Company shall pay the remaining unpaid portions of the First Interest Payment in the following manner: (i) The Company shall pay that portion of the First Interest Payment that is listed on Exhibit A to this Limited Waiver as “Deferred” (the “Deferred First Interest Amount”) by paying such amount to the applicable Holder in cash on the earlier of (x) August 15, 2024 and (y) the first date after the date of this Limited Waiver when any Event of Default has occurred (the earlier of such dates, the “Deferred Interest Payment Date”). Notwithstanding anything in the Indenture to the contrary (including, without limitation, Section 2.01 of the Indenture), from and including the date of this Limited Waiver, the Deferred First Interest Amount shall (x) be treated as an additional principal amount of Notes issued for all purposes under the Indenture (including, without limitation, the ability to convert into shares of Common Stock on the terms provided in the Indenture), provided that the date of this Limited Waiver shall be treated as the date of original issuance of such Deferred First Interest Amount, and (y) accrue interest per annum at the then-applicable interest rate borne by the Notes from, and including, the date of this Limited Waiver, and all such interest thereon shall be paid on the Deferred Interest Payment Date. (ii) The Company shall pay that portion of the First Interest Payment that is listed on Exhibit A to this Limited Waiver as “Paid in Stock” (the “Stock First Interest Amount”) by issuing to the applicable Holder a number of shares of Common Stock having a value equal to the Stock First Interest Amount. The Company shall issue and deliver such shares of Common Stock on the latest of the following (the latest of such dates, the “Stock Interest Payment Date” and each of the Stock Interest Payment Date and the Deferred Interest Payment Date, a “New First Interest Payment Date”): (x) the seventh Trading Day after the Disclosure Date (as defined below) and not at any other time, (y) the Lenders hereby agree to temporarily waive sixth Trading Day after 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 TSX-V Approval Announcement Date (as defined below). 3.2 No waiver provided herein . The Company shall remain use its reasonable best efforts to obtain the approval of the TSX Venture Exchange for the issuance of shares of Common Stock in effect satisfaction of the Stock First Interest Amount as contemplated by this Section 2(c)(ii) (such approval, the “TSX-V Approval”) as promptly as practicable following the date of this Limited Waiver. The Company shall issue a press release and file publicly on SEDAR and EXXXX a report announcing the receipt of the TSX-V Approval no later 9:00 a.m., New York time, on the first (1st) Business Day after the Limited Waiver Termination receipt of the TSX-V Approval (such date and time, the “TSX-V Approval Announcement Date”). The value of each share of Common Stock delivered in satisfaction of the Stock First Interest Amount will be equal to the greater of (x) CAD 0.30 and (y) 95% of the simple average of the Daily VWAP for each of the five consecutive Trading Days ending on, and including, the Trading Day immediately before the Stock Interest Payment Date. Upon Any such payment in shares of Common Stock shall be subject to limitation as a result of the Limited Waiver Termination Beneficial Ownership Limitations specified in Section 14.11 of the Indenture. If such payment (or any portion thereof) would cause a Holder to exceed its Beneficial Ownership Limitation, such Holder shall notify the Company via email at txxxx@xxxxxxxxxx.xxx at least two Trading Days prior to the Stock Interest Payment Date, which notice shall specify the number of shares of Common Stock such Holder may receive without exceeding the Beneficial Ownership Limitation with respect to such Holder. In the event that any Holder notifies the Company that the Beneficial Ownership Limitation would prevent or limit any such payment to such Holder, the Company shall not deliver such shares of Common Stock to the Holder, and the Holder shall not be entitled to exercise any rights with regard to such shares of Common Stock, unless and until such Holder subsequently certifies to the Company in writing that it can accept such shares of Common Stock without exceeding the Beneficial Ownership Limitation with respect to such Holder. All certificates or other instruments representing shares of Common Stock delivered pursuant to this Section 2(c)(ii) shall be issued without any restrictive legend under Applicable Securities Legislation and the shares of Common Stock shall be unrestricted shares that are freely tradable by the undersigned Holders pursuant to applicable Canadian Securities Law and the rules of any stock exchange outside of the United States on which the shares of Common Stock are then listed. To the extent that the shares of Common Stock to be delivered in respect of such payment are not freely tradable as described above, the Company shall pay the Stock First Interest Amount in the form of cash on the Stock Interest Payment Date. To the extent that TSX Venture Exchange does not approve of the issuance of shares of Common Stock in satisfaction of the Stock First Interest Amount as contemplated by this Section 2(c)(ii), then the Stock First Interest Amount shall be added (and constitute part of) the Deferred First Interest Amount and the Company shall pay such Stock First Interest Amount at the same time and in the same manner as the remainder of the Deferred First Interest Amount. To the extent that the Stock Interest Payment Date has not occurred prior to the Deferred Interest Payment Date, the Anticipated Defaults Company 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 pay 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 Stock First Interest Amount in the future, any further Default or Event form of Default. Neither this Agreement nor any course of dealing or delay or failure of cash on 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,Deferred Interest Payment Date.

Appears in 1 contract

Samples: Limited Waiver (Electra Battery Materials Corp)

Limited Waiver. 3.1 Solely during (a) In connection with the Waiver Period (as defined below) and not at any other timeAnodyne Purchase, the Lenders hereby agree Borrower has advised the Administrative Agent that it will not be able to temporarily comply with Section 7.03(g)(vi) of the Credit Agreement which requires that the EBITDA set forth on the most recent income statement for the four fiscal quarter period then ended with respect to the Person to be purchased be greater than $0.00. The Administrative Agent and undersigned Lenders, solely with respect to the Anodyne Purchase, waive such requirement set forth in Section 7.03(g)(vi). (b) In connection with the Anticipated Defaults and the right to accelerate the Obligations as a result thereof. During the Waiver PeriodAnodyne Purchase, the Anticipated Defaults shall Borrower has advised the Administrative Agent that it will not be deemed not able to have occurred or be continuing, and comply with Section 7.03(g)(ix) of the Credit Agreement which requires the Borrower to deliver to the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies with respect each Lender, at least 25 days prior to the Anticipated Defaults. The waivers provided pursuant to date of consummation of the terms Anodyne Purchase, (i) a description of this Agreement shall automatically and without further action or notice by any party expire on such purchase, (ii) diligence materials, (iii) a certificate of a Responsible Officer certifying that the Limited Waiver Termination Date (as defined below). 3.2 No waiver provided herein shall remain Anodyne Purchase is 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 compliance with Section 2.9(c7.03(g)(vi) of the Credit Agreement, and the (iv) calculations in support thereof. The Administrative Agent and undersigned Lenders, solely with respect to the Lenders shall retain all Anodyne Purchase, waive such requirement set forth in Section 7.03(g)(ix). (c) The foregoing waivers in Sections 1(a) and 1(b) hereof are limited waivers and the execution and delivery of the rights and remedies related thereto. This Agreement shall this Amendment does 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 (a) constitute a waiver by the Administrative Agent or and the undersigned Lenders of any Defaultother term or condition under the Credit Agreement or any other Loan Document, whether now existing or hereafter arising, or and of any right right, power or remedy the Administrative Agent or of the Lenders may have under any of the Loan Documents (all such rights, powers and remedies being expressly reserved), (b) establish a custom 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 or conduct between the Lenders and the Borrower Borrower, or in (c) prejudice any way obligate rights which the Lenders to hereafter provide any further waiver of any kind, to provide any further time prior to the enforcement of their rights now have 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 may have 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 future 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,Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Athenahealth Inc)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period (as defined below) and not at any other timesatisfaction of the conditions precedent set forth in Section 4 of this Waiver, 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 party hereto hereby grant an extension to the Anticipated Defaults. The waivers provided pursuant Requested Waiver through February 21, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the terms extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of this Agreement shall automatically and without further action (i) any breach, Default or notice Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any party expire Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the Limited Waiver Termination Date part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (as defined below). 3.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Dated) diminish, the Anticipated Defaults shall be deemed to be Events prejudice or waive any of Default in full force Agent’s or any Lender’s rights 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 remedies 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 other Loan Documents Documents, or applicable law, except whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on February 21, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, 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 provision of the Borrower Credit Agreement or any other Loan Party. 3.3 Notwithstanding anything to Document is qualified by, or requires the contrary herein, the Lenders do not now waive, nor do they agree that they will waive in the futureabsence of, any further Default or Event of Default. Neither this Agreement nor any course of dealing , a Default 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 be deemed to have occurred for purposes 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 provisions as a result of the steps to enforce any such right, remedy, power or privilege (pursuant to this Agreement or otherwise) preclude any further exercise thereof or Specified Events of any other right, remedy, power or privilege, except to Default notwithstanding the extent expressly set forth herein. For the purposes hereof,Requested Waiver.

Appears in 1 contract

Samples: Limited Waiver and Consent to Credit Agreement (Sequential Brands Group, Inc.)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined belowa) 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 Subject to the Anticipated Defaults. The waivers provided pursuant satisfaction of the conditions precedent specified in Section 3 of Waiver, in reliance upon the representations, warrants and covenants of the Credit Parties contained in this Waiver and upon the terms and subject to the terms conditions of this Agreement shall automatically and without further action or notice by any party expire on Waiver, effective as of the Limited Waiver Termination Effective Date (as defined below). 3.2 No waiver provided herein shall remain in effect after , the Limited Waiver Termination Date. Upon Lenders party hereto hereby waive, subject to the Limited Waiver Termination Dateprovisos set forth below, the Anticipated Defaults Event of Default; provided that nothing in this Waiver shall be deemed to be Events permit any Credit Party to take any action under any Credit Document that is conditioned upon there being no Event of Default in full force and effectexisting at the time of such action; provided further that this Waiver shall expire at 11:59 p.m. (New York City time) on July 17, having occurred as of September 2017 notwithstanding any delivery by the Borrower after June 30, 2012 and continuing uninterrupted thereafter 2017 of the Borrower’s financial statements for all purposesthe fiscal quarter ended March 31, including2017 (such waiver, without limitationthe “Limited Waiver”). For the avoidance of doubt, any delivery of the Borrower’s financial statements for purposes of calculating and charging default interest under the fiscal quarter ended March 31, 2017 in accordance with Section 2.9(c9.1(b) of the Credit AgreementAgreement after June 30, 2017 shall not cure or be deemed to cure the Anticipated Event of Default, which shall remain an outstanding Event of Default under the Credit Agreement after July 17, 2017. (b) The Borrower and the Administrative Agent other Credit Parties acknowledge and agree that the Lenders Limited Waiver is a one-time waiver and is limited to the extent specifically set forth above. Except for the Anticipated Event of Default as described in this Section 2, each Credit Party acknowledges and agrees that the Limited Waiver shall retain all not waive (or be deemed to be or constitute a waiver of) any covenant, term or provision in the Credit Agreement or any other Credit Document (or any breach thereof or any Event of Default) or hinder, restrict or otherwise modify any 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 Secured Parties in respect of any present or applicable law, except future Event of Default (whether or not related to the extent expressly set forth herein, nor shall Anticipated Event of Default) under the Lenders’ execution and delivery of this Credit 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 PartyDocument, at law, in equity or otherwise. 3.3 Notwithstanding anything to (c) Immediately upon the contrary hereinoccurrence of a Limited Waiver Default, the Lenders do not now waiveLimited Waiver set forth in Section 2(a) shall be void ab initio. (d) As used in this Waiver, nor do they agree that they will waive in the future, term “Limited Waiver Default” shall mean 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,following:

Appears in 1 contract

Samples: Credit Agreement (Synchronoss Technologies Inc)

Limited Waiver. 3.1 Solely during Subject to the terms and conditions set forth in this Limited Waiver Period (as defined below) and not at the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other timethan the Specified Interest Payment Default, the Lenders Lender hereby agree to temporarily waive (a) agrees that the Anticipated Defaults interest payment otherwise due and payable by Borrower under the Loan Agreement and the right other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, and August 17, 2009 shall be waived until August 31, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 31, 2009. The waiver agreed to accelerate herein (i) is temporary only and, if the Obligations interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 31, 2009, the waiver shall terminate and, as a result thereof. During the Waiver Periodresult, the Anticipated Defaults waiver shall no longer be deemed valid and shall not to have occurred impair, restrict or be continuing, and limit any right or remedy of the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies Lender with respect to the Anticipated Defaults. The waivers provided pursuant Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the terms of this Agreement Specified Interest Payment Default, 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 not be deemed to be Events a consent to any amendment, waiver or modification of Default any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain 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(iii) 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 extend nor be deemed to constitute a waiver by the Administrative Agent extend to any other Default or the Lenders Event of any Default, whether Default that may now existing exist or hereafter arisingarise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or of limit any right or remedy the Administrative Agent or the Lenders may have under any of the Loan Documents or applicable law, except Lender with respect 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 Default that may now exist or hereafter arise under the Loan Agreement nor or any of the other Loan Documents, and (v) shall not constitute any course of dealing or delay or failure other basis for altering any obligation of any member of the Lenders in exercising Borrower Group or any right, remedyprivilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, power and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under or in connection with any Event of Default this Limited Waiver, shall affect any other or future exercise thereof or the existence of any other rightoperate as a waiver thereof, remedy, power or privilege, except to the extent expressly set forth herein; nor shall any single or partial exercise of any such right, remedypower, power remedy or privilege or any abandonment or discontinuance of the steps to enforce any such right, remedy, power or privilege (pursuant to under this Agreement or otherwise) Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, remedypower, power remedy or privilege, except to the extent expressly set forth herein. For the purposes hereof,.

Appears in 1 contract

Samples: Construction Loan Agreement (North American Technologies Group Inc /Tx/)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period (as defined below) and not at any other timesatisfaction of the conditions precedent set forth in Section 4 of this Waiver, 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 party hereto hereby grant an extension to the Anticipated Defaults. The waivers provided pursuant Requested Waiver through August 10, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the terms extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of this Agreement shall automatically and without further action (i) any breach, Default or notice Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any party expire Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the Limited Waiver Termination Date part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (as defined below). 3.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Dated) diminish, the Anticipated Defaults shall be deemed to be Events prejudice or waive any of Default in full force Agent’s or any Lender’s rights 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 remedies 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 other Loan Documents Documents, or applicable law, except whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on August 10, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, 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 provision of the Borrower Credit Agreement or any other Loan Party. 3.3 Notwithstanding anything to Document is qualified by, or requires the contrary herein, the Lenders do not now waive, nor do they agree that they will waive in the futureabsence of, any further Default or Event of Default. Neither this Agreement nor any course of dealing , a Default 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 be deemed to have occurred for purposes 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 provisions as a result of the steps to enforce any such right, remedy, power or privilege (pursuant to this Agreement or otherwise) preclude any further exercise thereof or Specified Events of any other right, remedy, power or privilege, except to Default notwithstanding the extent expressly set forth herein. For the purposes hereof,Requested Waiver.

Appears in 1 contract

Samples: Limited Waiver and Consent to Credit Agreement (Sequential Brands Group, Inc.)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined below) and not at any other time, the Lenders The Company 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 notifies the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies with respect to of the Anticipated Defaults. The waivers provided occurrence and continuance of an Event of Default pursuant to the terms clause (c) 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) Article VII of the Credit AgreementAgreement for failure to comply with Section 5.6 of the Guarantee and Collateral Agreement in connection with the re-domestication and name change of U-Pull-It, North, LLC, an Illinois limited liability company, to LKQ Pick Your Part Midwest, LLC, a Delaware limited liability (such Events of Default, collectively with any other Default or Event of Default that has arisen or may arise directly as a result thereof, the “Specified Events of Default”), and hereby requests that the Required Lenders agree to waive the Specified Events of Default. As of the Amendment No. 5 Effective Date, subject to the satisfaction of the condition precedent set forth in Section 3 above and notwithstanding anything in the Credit Agreement to the contrary, by the execution of this Amendment by the Required Lenders, the Administrative Agent and the Lenders hereby waive the Specified Events of Default; provided, however, that such waiver shall retain all only apply to the Specified Events of the rights Default, and remedies related thereto. This Agreement shall not have the effect any other Default or Event 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 arisingoccurring, shall not be subject to or receive the benefit of any right or remedy such waiver. The parties hereto agree that 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 foregoing does not establish a custom or course of dealing among the Lenders and Administrative Agent, the Borrower Lenders, the Loan Parties or in any way obligate the Lenders other Person and, except as expressly contemplated by this Amendment, shall not be deemed to hereafter provide be a consent to any further waiver amendment, waiver, modification or alteration of any kindother term, to provide any further time prior to the enforcement of their rights condition or to provide any other financial accommodations to or on behalf covenant of the Borrower Credit Agreement or any other Loan Party. 3.3 Notwithstanding anything Document, or waiver, release or limitation upon the exercise by the Administrative Agent or any Lender of any of its rights thereunder. For the avoidance of doubt, if this Amendment does not become effective pursuant to the contrary hereinSection 3 above, nothing herein shall serve as a waiver by the Lenders do not now waive, nor do they agree that they will waive in the future, of any further Default or Event of Default. Neither this Agreement nor any course of dealing or delay or failure of , and the Lenders in exercising reserve all rights and remedies with respect to any right, remedy, power Default 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,Default.

Appears in 1 contract

Samples: Credit Agreement (LKQ Corp)

Limited Waiver. 3.1 Solely during Operating PCG and the Waiver Period (Guarantors acknowledge and agree that except as defined below) and not at specifically provided herein, nothing herein shall be construed or considered as a waiver by Xxxxxx Capital of any other timeevent of default under the Note, the Lenders hereby Security Documents or any of the other Transaction and Assumption Documents or a waiver of Xxxxxx Capital's right to resort to any remedy under any of such agreements. Operating PCG and the Guarantors acknowledge and agree to temporarily waive that in the Anticipated Defaults event Operating PCG and/or any Guarantor default in any respect hereunder or under the Forbearance as amended, the Note, the Security Documents or any of the other Transaction and Assumption Documents, Xxxxxx Capital shall have the right to accelerate the Obligations as a result thereof. During the Waiver Period, the Anticipated Defaults shall be deemed not resort 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 its rights and remedies related theretounder such any or all of such agreements. This Agreement shall Notwithstanding the provisions of this Fifth Amendment providing for forbearance and notwithstanding any prior forbearances or waivers issued by Xxxxxx Capital, Operating PCG and Guarantors acknowledge that Operating PCG and Guarantors are not have the effect of tolling entitled to any further forbearance, modifications, extensions 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 waivers other than those set forth herein, nor either expressly, implicitly, by operation of law or otherwise. No waiver and no modifications, extension, amendment, discharge, or change of the Forbearance as amended, the Note, the Security Documents or other Transaction and Assumption Documents, except as otherwise provided herein, shall be valid unless the Lenders’ execution same is in writing and delivery of this Agreement establish a course of dealing among signed by 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 party against which the enforcement of their rights such waiver, modification, extension, amendment, discharge, or change is sought. Subject to provide any other financial accommodations to or on behalf the provisions of the Borrower Forbearance as amended, the Note, the Security Documents or any the other Loan Party. 3.3 Notwithstanding anything Transaction and Assumption Documents, this Fifth Amendment contains the entire agreement between the parties relating to the contrary subject matter of this Fifth Amendment, and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged 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,.

Appears in 1 contract

Samples: Escrow Agreement (Park City Group Inc)

Limited Waiver. 3.1 Solely during the Waiver Period Buyer and Seller hereby acknowledge and agree that (as defined belowa) pursuant to Sections 3.06(a) and 3.06(c) of the Repurchase Agreement, as conditions precedent to the extension of the Maturity Date and the Revolving Period Expiration Date, Seller shall make a written request to extend the Maturity Date and the Revolving Period Expiration Date, which shall be delivered to Buyer no earlier than ninety (90) days and no later than thirty (30) days before the then-current Maturity Date (the “Notice Extension Condition”), and all Purchased Assets shall qualify as Eligible Assets as of the then-current Maturity Date (the “Eligible Assets Extension Condition”), (b) Seller did not at any other timetimely satisfy the Notice Extension Condition and (c) the Purchased Asset commonly known as “Buckhead” (the “Buckhead Purchased Asset”) does not qualify as an Eligible Asset as of the current Maturity Date. Buyer hereby waives the Notice Extension Condition and, solely with respect to the Buckhead Purchased Asset, the Lenders Eligible Assets Extension Condition (the “Limited Waiver”) and Buyer hereby agree to temporarily waive acknowledges that no Default or Event of Default is continuing as of the Anticipated Defaults and the right to accelerate the Obligations date of this Letter Agreement as a result thereof. During of (x) Seller’s failure to repurchase the Buckhead Purchased Asset or (y) any representation breach resulting from the Buckhead Purchased Asset not qualifying as an Eligible Asset; provided that (i) Buyer is providing the Limited Waiver Periodsolely in connection with the Notice Extension Condition and Eligible Assets Extension Condition for the First Extension Period and the Limited Waiver shall not be construed to waive, modify, diminish or otherwise affect any of Seller’s obligations, or Buyer’s rights and remedies, under the Anticipated Defaults Repurchase Documents, (ii) Buyer has not, and shall not be deemed not to have occurred have, waived or be continuing, and the Administrative Agent and the Lenders shall have no right to enforce modified any rights or exercise remedies with respect to any default or any event or condition that could become an Event of Default under the Anticipated Defaults. The waivers provided pursuant Repurchase Documents (other than Buyer’s right to determine whether the conditions precedent to extension set forth above have been satisfied), (iii) any failure by Buyer to require strict performance by Seller of any of the provisions, warranties, terms of this Agreement or conditions set forth in the Repurchase Documents 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 not be deemed to be Events waive, modify, diminish or otherwise affect the right 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 AgreementBuyer to demand strict performance thereof at any time thereafter, and the Administrative Agent and the Lenders shall retain all (iv) any act or knowledge of the rights and remedies related thereto. This Agreement Buyer, or its officers or employees, 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 waive, modify, diminish or otherwise affect Buyer’s rights under the Repurchase Documents unless such 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 modification is expressly set forth hereinin a written instrument signed by the appropriate officers of Buyer and delivered to Seller. For the avoidance of doubt, nor a waiver or modification of Buyer’s rights under the Repurchase Documents granted hereunder shall the Lenders’ execution and delivery of this Agreement establish not be construed as a course of dealing among the Lenders and the Borrower waiver or in any way obligate the Lenders to hereafter provide any further waiver modification of any kindsuch rights on any future occasion, and Seller shall be required to provide any further time prior to comply with the enforcement Notice Extension Condition and Eligible Assets Extension Condition as of their rights or to provide any all applicable dates of determination 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 than 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 extension of the steps to enforce any such right, remedy, power or privilege (pursuant to Maturity Date and the Revolving Period Expiration Date described in 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,Letter Agreement.

Appears in 1 contract

Samples: Extension Option Acknowledgement Letter (Claros Mortgage Trust, Inc.)

Limited Waiver. 3.1 Solely during Effective as of the Waiver Period date hereof, the 2017 Holder hereby waives (i) any adjustment to the Conversion Price (as defined belowin the 2017 Note) and not at any other time, of the Lenders hereby agree 2017 Note pursuant to temporarily waive Section 7 thereof or the Anticipated Defaults and Exercise Price (as defined in the right 0000 Xxxxxxx) of the 2017 Warrant pursuant 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 Section 2 thereof that may otherwise occur solely with respect to the Anticipated Defaults. The waivers provided issuance of the Securities hereunder or pursuant to the terms of this Agreement shall automatically the Notes and without further action (ii) any term or notice by condition of any party expire on Transaction Document (as defined in the Limited Waiver Termination 2017 Agreement) that would otherwise prohibit the issuance of the Securities hereunder or pursuant to the terms of the Notes, solely with respect to the issuance of the Securities hereunder and pursuant to the terms of the Notes, and not with respect to any other issuance or transaction. Effective as of the date of issuance of the 2017 Note, the 2017 Holder hereby waives (A) any Equity Conditions Failure, solely with respect to the applicable Installment Notice Date related thereto, but not with respect to such Installment Date or any other date in such Interim Installment Period related thereto, (B) any right pursuant to Section 8 of the 2017 Notes to demand payment of such Installment Amount in cash (whether as a Designated Redemption Amount or otherwise) prior to the Maturity Date, (C) except for the August Adjustment (as defined below). 3.2 No waiver provided herein shall remain in effect after , all adjustments to the Limited Waiver Termination Date. Upon Conversion Price of the Limited Waiver Termination Date, the Anticipated Defaults shall be deemed 2017 Note pursuant to be Events clause (A) 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(c8(b) of the Credit Agreement, 2017 Note 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 (D) any Event of Default shall affect arising under 4(a)(xii) with respect to any other notice (or future exercise thereof or deemed notice, including for the existence avoidance of doubt any other right, remedy, power or privilege, except to notice deemed delivered by operation of Section 1(e)) by 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 Company under Section 8 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 herein2017 Note. For the purposes avoidance of doubt, after giving effect to the provisions of Section 1(e), (f) and (g) hereof,, any Installment Amount to be paid on any Installment Date shall not be payable in cash prior to the Maturity Date pursuant to Section 8 of the 2017 Note and shall be convertible, in whole or in part, at the option of the 2017 Holder, by delivery of one or more Conversion Notices to the Company pursuant to clause (B) of Section 8(b) of the 2017 Note (with no adjustments to the Conversion Price of the 2017 Note pursuant to clause (A) of Section 8(b) of the 2017 Note except with respect to the August Adjustment to the Outstanding Installment Conversion Amount).

Appears in 1 contract

Samples: Securities Purchase Agreement (Eros International PLC)

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 A. Subject to the terms of this Agreement shall automatically and without further action or notice by any party expire conditions set forth herein, and in reliance on the Limited Waiver Termination Date (as defined below). 3.2 No waiver provided representations and warranties of Borrower herein shall remain contained, but notwithstanding anything to the contrary contained 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(csubsection 2.4B(iii)(e) of the Credit Agreement, the undersigned hereby agree that the Borrower may reduce the amount (if any) of the prepayment of the Loans and/or reduction of the Revolving Loan Commitments, the LC Facility Commitments and/or the Synthetic Letter of Credit Commitments, as the case may be, required under subsection 2.4B(iii)(e) for Fiscal Year 2003 by an amount not to exceed $25,000,000 (the "Retained Amount"). The Retained Amount shall be used by the Borrower to fund all or a portion of the purchase price of the [Target] Acquisition (the "Permitted Use"); provided, however, that if any portion of the Retained Amount has not been applied to fund the Permitted Use on or prior to the earlier of the [Target] Acquisition Effective Date and May 31, 2004, the Borrower shall apply such unused portion of the Retained Amount on such earlier date to prepay the Loans and/or reduce the Revolving Loan Commitments, the LC Facility Commitments and/or the Synthetic Letter of Credit Commitments, as the case may be, permanently. Any prepayments or commitment reductions pursuant to the foregoing proviso shall be treated as prepayments or commitment reductions under subsection 2.4B(iii)(e) of the Credit Agreement for Fiscal Year 2003 for all purposes of the Credit Agreement and the Administrative Agent and other Loan Documents. The Borrower shall deliver an Officer’s Certificate certifying as to the Lenders shall retain all amount of the rights Retained Amount on or prior to the date when the prepayments and/or commitment reductions (if any) required under subsection 2.4B(iii)(e) of the Credit Agreement are required to be made, and remedies related thereto. This shall deliver another Officer’s Certificate on or prior to the earlier of the [Target] Acquisition Effective Date and May 31, 2004, demonstrating the application of the Retained Amount to the Permitted Use and/or to the prepayment of the Loans and/or the reduction of the Revolving Loan Commitments, the LC Facility Commitments or the Synthetic Letter of Credit Commitments. B. Without limiting the generality of the provisions of subsection 10.6 of the Credit Agreement, the waiver set forth above shall be limited precisely as written and relates solely to the noncompliance by Borrower with the provisions of subsection 2.4B(iii)(e) of the Credit Agreement shall not have in the effect of tolling or extending any applicable cure period beyond manner and to the period that would have applied absent this Agreement. Nothing extent described above, and nothing in this Agreement Amendment shall be deemed to to: (i) constitute a waiver of compliance by Borrower with respect to (a) subsection 2.4B(iii)(e) of the Administrative Agent Credit Agreement in any other instance or (b) any other term, provision or condition of the Lenders of Credit Agreement or any Default, other instrument or agreement referred to therein (whether now existing in connection with the [Target] Acquisition or hereafter arising, or of otherwise); or (ii) prejudice any right or remedy the that Administrative Agent or the Lenders any Lender may now have or may have in the future under or in connection with the Credit Agreement or any of the Loan Documents other instrument or applicable law, except agreement referred to the extent therein. Except as expressly set forth herein, nor shall the Lenders’ execution terms, provisions and delivery conditions of this the Credit 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 PartyDocuments shall remain in full force and effect and in all other respects are hereby ratified and confirmed. 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,

Appears in 1 contract

Samples: Credit Agreement (Brand Intermediate Holdings Inc)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined belowa) and not at any other time, the Lenders hereby agree Pursuant 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(c6.1(e) of the Credit Loan Agreement, and an Event of Default shall occur upon 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 default by the Administrative Agent or Borrower in the Lenders performance of any Default, whether now existing material covenant or hereafter arising, undertaking to be performed or of any right or remedy observed by the Administrative Agent or the Lenders may have Borrower under any provision of the Loan Documents or applicable lawAgreement. The Borrower hereby informs the Agent, except the Surety Provider and each Managing Agent of the failure to comply with the requirement of Section 5.1(l)(i) that the Borrower shall furnish to the extent expressly set forth hereinAgent, nor shall the Lenders’ execution Surety Provider and delivery each Management Agent copies of this the form of each proposed amendment to the Trust Agreement, the Master Servicing Agreement establish a course of dealing among or 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 Subservicing Agreement at least sixty (60) days prior to the enforcement proposed date of their rights or to provide adoption of any other financial accommodations to or on behalf of such proposed amendment (the “Sixty Day Notice Event”). The Borrower or any other Loan Party. 3.3 Notwithstanding anything to hereby requests that the contrary hereinAgent, the Lenders do not now waive, nor do they agree that they will Surety Provider and each Managing Agent 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 occurring as a result of such Sixty Day Notice Event. Subject to the following, the Agent, the Surety Provider and each Managing Agent hereby waives such Event of Default. (b) Other than as provided in subsection (a) above, each of the Agent, the Surety Provider and Managing Agents has not waived, is not by this Section 9.12 waiving, and has no intention of waiving, any Event of Default which may be continuing on the date hereof and, other than as provided in this Section 9.12, each of the Agent, the Surety Provider and the Managing Agents has not agreed to forbear with respect to any of its rights or future remedies concerning any Event of Default which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Each of the Agent, the Surety Provider and Managing Agents reserves the right, in its sole discretion, to exercise thereof any or all of its rights and remedies under this Loan Agreement and the existence other Transaction Documents as a result of any other rightEvent of Default (other than as described herein) which may be continuing on the date hereof or any Event of Default which may occur after the date hereof, remedyand each of the Agent, power the Surety Provider and Managing Agents has not waived any of such rights or privilegeremedies, except to the extent expressly set forth herein; nor shall and nothing in this Loan Agreement, and no delay on its part in exercising any single such rights or partial exercise remedies, should, or shall, be construed as a waiver of any such right, remedy, power rights 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,remedies.

Appears in 1 contract

Samples: Variable Funding Loan Agreement (Walter Industries Inc /New/)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined belowa) 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 Subject to the Anticipated Defaults. The waivers provided pursuant satisfaction of the conditions precedent specified in Section 4 of Waiver, in reliance upon the representations, warrants and covenants of the Credit Parties contained in this Waiver and upon the terms and subject to the terms conditions of this Agreement shall automatically and without further action or notice by any party expire on Waiver, effective as of the Limited Waiver Termination Effective Date (as defined below). 3.2 No waiver provided herein shall remain in effect after , the Limited Waiver Termination Date. Upon Lenders party hereto hereby waive, subject to the Limited Waiver Termination Dateprovisos set forth below, the Anticipated Defaults Event of Default; provided that nothing in this Waiver shall be deemed to be Events permit any Credit Party to take any action under any Credit Document that is conditioned upon there being no Event of Default in full force and effectexisting at the time of such action; provided further that this Waiver shall expire at 11:59 p.m. (New York City time) on July 13, having occurred as of September 2017 notwithstanding any delivery by the Borrower after June 30, 2012 and continuing uninterrupted thereafter 2017 of the Borrower’s financial statements for all purposesthe fiscal quarter ended March 31, including2017 (such waiver, without limitationthe “Limited Waiver”). For the avoidance of doubt, any delivery of the Borrower’s financial statements for purposes of calculating and charging default interest under Section 2.9(cthe fiscal quarter ended March 31, 2017 in accordance with section 9.1(b) of the Credit AgreementAgreement after June 30, 2017 shall not cure or be deemed to cure the Anticipated Event of Default, which shall remain an outstanding Event of Default under the Credit Agreement after July 13, 2017. (b) The Borrower and the Administrative Agent other Credit Parties acknowledge and agree that the Lenders Limited Waiver is a one-time waiver and is limited to the extent specifically set forth above. Except for the Anticipated Event of Default as described in this Section 2, each Credit Party acknowledges and agrees that the Limited Waiver shall retain all not waive (or be deemed to be or constitute a waiver of) any covenant, term or provision in the Credit Agreement or any other Credit Document (or any breach thereof or any Event of Default) or hinder, restrict or otherwise modify any 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 Secured Parties in respect of any present or applicable law, except future Event of Default (whether or not related to the extent expressly set forth herein, nor shall Anticipated Event of Default) under the Lenders’ execution and delivery of this Credit 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 PartyDocument, at law, in equity or otherwise. 3.3 Notwithstanding anything to (c) Immediately upon the contrary hereinoccurrence of a Limited Waiver Default, the Lenders do not now waiveLimited Waiver set forth in Section 2(a) shall be void ab initio. (d) As used in this Waiver, nor do they agree that they will waive in the future, term “Limited Waiver Default” shall mean 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,following:

Appears in 1 contract

Samples: Limited Waiver to Credit Agreement (Synchronoss Technologies Inc)

Limited Waiver. 3.1 Solely during Upon satisfaction of the Waiver Period (as defined below) terms and not at any other timeconditions in ARTICLE III hereof, the Lenders Agent and each Lender hereby agree to temporarily waive the Anticipated Defaults and the right to accelerate the Obligations each Event of Default that occurred solely as a result thereof. During of (i) 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) violation of the Credit Agreement, and covenants contained in the Administrative Agent and Financial Covenants Rider for 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 Fiscal Quarter of the Borrower ended on or any other Loan Party. 3.3 Notwithstanding anything to about February 25, 2000, or (ii) 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 violation of the covenants set forth in PARAGRAPHS A and B of the Financial Covenants Rider for the month ended March 31, 2000. The Borrower is hereby notified that irrespective of (i) any waivers previously granted by Agent and Lenders regarding the Loan Agreement and the Loan Documents, (ii) any previous failures or delays of Agent and/or Lenders in exercising any right, remedy, power or privilege under the Loan Agreement or the Loan Documents, or (iii) any previous failures or delays of Agent and/or Lenders in the monitoring or in the requiring of compliance by the Borrower with the duties, obligations, and agreements of the Borrower in the Loan Agreement and the Loan Documents, hereafter the Borrower will be expected to comply strictly with its duties, obligations and agreements under the Loan Agreement and the Loan Documents. Except as expressly provided above, nothing contained in this Amendment or any other communication between Agent and/or Lenders and the Borrower shall be a waiver of any past, present or future violation, default or Event of Default of the Borrower under the Loan Agreement or any Loan Documents. Similarly, Agent and Lenders hereby expressly reserve any rights, privileges and remedies under the Loan Agreement and each Loan Document that Agent and Lenders may have with respect to each violation, default or Event of Default, and any failure by Agent and/or Lenders to exercise any right, privilege or remedy as a result of the violations set forth above shall not directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of Agent and/or Lenders, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Loan Agreement or any Event Loan Documents, (ii) amend or alter any provision of Default shall affect the Loan Agreement or any Loan Documents or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of the Borrower or any rights, privilege or remedy of Agent and/or Lenders under the Loan Agreement or any Loan Documents or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent and/or Lenders to any prior, existing or future exercise thereof or violations of 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 Loan Agreement 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,Loan Document.

Appears in 1 contract

Samples: Loan and Security Agreement (Rankin Automotive Group Inc)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined belowa) 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 Subject to the Anticipated Defaults. The waivers provided pursuant satisfaction of the conditions precedent specified in Section 3 of Waiver, in reliance upon the representations, warrants and covenants of the Credit Parties contained in this Waiver and upon the terms and subject to the terms conditions of this Agreement shall automatically and without further action or notice by any party expire on Waiver, effective as of the Limited Waiver Termination Effective Date (as defined below). 3.2 No waiver provided herein shall remain in effect after , the Limited Waiver Termination Date. Upon Lenders party hereto hereby waive, subject to the Limited Waiver Termination Dateprovisos set forth below, the Anticipated Defaults Event of Default; provided that nothing in this Waiver shall be deemed to be Events permit any Credit Party to take any action under any Credit Document that is conditioned upon there being no Event of Default in full force and effectexisting at the time of such action; provided further that this Waiver shall expire at 11:59 p.m. (New York City time) on July 19, having occurred as of September 2017 notwithstanding any delivery by the Borrower after June 30, 2012 and continuing uninterrupted thereafter 2017 of the Borrower’s financial statements for all purposesthe fiscal quarter ended March 31, including2017 (such waiver, without limitationthe “Limited Waiver”). For the avoidance of doubt, any delivery of the Borrower’s financial statements for purposes of calculating and charging default interest under the fiscal quarter ended March 31, 2017 in accordance with Section 2.9(c9.1(b) of the Credit AgreementAgreement after June 30, 2017 shall not cure or be deemed to cure the Anticipated Event of Default, which shall remain an outstanding Event of Default under the Credit Agreement after July 19, 2017. (b) The Borrower and the Administrative Agent other Credit Parties acknowledge and agree that the Lenders Limited Waiver is a one-time waiver and is limited to the extent specifically set forth above. Except for the Anticipated Event of Default as described in this Section 2, each Credit Party acknowledges and agrees that the Limited Waiver shall retain all not waive (or be deemed to be or constitute a waiver of) any covenant, term or provision in the Credit Agreement or any other Credit Document (or any breach thereof or any Event of Default) or hinder, restrict or otherwise modify any 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 Secured Parties in respect of any present or applicable law, except future Event of Default (whether or not related to the extent expressly set forth herein, nor shall Anticipated Event of Default) under the Lenders’ execution and delivery of this Credit 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 PartyDocument, at law, in equity or otherwise. 3.3 Notwithstanding anything to (c) Immediately upon the contrary hereinoccurrence of a Limited Waiver Default, the Lenders do not now waiveLimited Waiver set forth in Section 2(a) shall be void ab initio. (d) As used in this Waiver, nor do they agree that they will waive in the future, term “Limited Waiver Default” shall mean 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,following:

Appears in 1 contract

Samples: Credit Agreement (Synchronoss Technologies Inc)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period satisfaction of the conditions precedent set forth in Section 2 of this Waiver, Agent (as defined belowat the direction of the Lenders) and the Lenders party hereto (constituting the Required Lenders) hereby grant the Requested Waiver; provided, that the 2020 Financials, the 2020 Accountant’s Certificate, the 2020 Compliance Certificate, the BoA Financials, the BoA Accountant’s Certificate and the BoA Compliance Certificate are delivered to the Administrative Agent, for delivery to the Lenders on or before April 20, 2021 (or such later date to which the Required Lenders may agree in writing, which shall include, for the avoidance of doubt, written confirmation by e-mail); provided, further, that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not at (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other timethan as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as set forth specifically herein, diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby agree to temporarily waive the Anticipated Defaults reserve all of such rights 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 Dateremedies. Upon the Limited expiration of the Requested Waiver, each Acknowledged Default, to the extent not cured prior to the expiration of the Requested Waiver, shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver Termination Dateis in effect, to the Anticipated Defaults extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default, a Default shall be deemed to be Events of Default in full force and effect, having have 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) such provisions as a result of the Credit Agreement, and Acknowledged Defaults notwithstanding 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 PartyRequested Waiver. 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,

Appears in 1 contract

Samples: Limited Waiver and Consent to Credit Agreement (Sequential Brands Group, Inc.)

Limited Waiver. 3.1 Solely during (a) Effective only as of the Waiver Period (as defined Fifth Amendment Effective Date, subject to the following terms and conditions and in reliance upon the representations, warranties and covenants set forth in Section 7 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 Required Lenders hereby waive the Lenders Specified Events of Default. For avoidance of doubt, the foregoing Limited Waiver shall have no not be deemed to be a waiver of any other existing or hereafter arising Defaults or Events of Default or any other deviation from the express terms of the Credit Agreement or any other Loan Document. This is a Limited Waiver and shall not be deemed to constitute a consent or waiver of any other term, provision or condition of the Credit Agreement or any other Loan Document, as applicable, or to prejudice any right to enforce rights or exercise remedies remedy (except with respect to the Anticipated Defaults. The waivers provided pursuant to Specified Events of Default) that 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 DateAdministrative Agent, the Anticipated Defaults shall be deemed to be Events of Default Collateral Agent or any Lender may now have or may have in full force and effect, having occurred as of September 30, 2012 and continuing uninterrupted thereafter for all purposesthe future under or in connection with the Credit Agreement or any other Loan Document, including, without limitation, for purposes the right to: (i) declare all or any portion of calculating the Term Loans then outstanding to be accelerated and charging default due and payable, whereupon all or such portion of the aggregate principal of all Term Loans, all accrued and unpaid interest thereon (including interest at the Post-Default Rate), all fees and all other amounts payable under the Credit Agreement (as amended by this Fifth Amendment) and the other Loan Documents shall become due and payable immediately, together with the payment of the Prepayment Premium (with such term as amended by the June 2023 Consent) with respect to the Term Loans so repaid, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Loan Party; and (ii) exercise any and all of its other rights and remedies under applicable law, under the Credit Agreement (as amended by this Fifth Amendment) and the other Loan Documents. This is a Limited Waiver and is conditioned upon the Loan Parties’ compliance with each provision of this Fifth Amendment. (b) In addition, neither the consent nor the Limited Waiver set forth in this Section 2 constitute or establish (and is not to be deemed to constitute or establish) a custom or a practice on the part of the Administrative Agent, the Collateral Agent or any Lender and do not prejudice any rights of the Administrative Agent, the Collateral Agent or any Lender in respect of any other departure from the terms of the Credit Agreement or any other Loan Document. (c) The Loan Parties consent and agree that the Post-Default Rate of interest under Section 2.9(c) the Credit Agreement shall accrue from and after the Fifth Amendment Effective Date until the Loan Parties are back in compliance with the Borrowing Base requirements 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,

Appears in 1 contract

Samples: Credit Agreement (Boxlight Corp)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period (as defined below) and not at any other timesatisfaction of the conditions precedent set forth in Section 4 of this Waiver, 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 party hereto hereby grant an extension to the Anticipated Defaults. The waivers provided pursuant Requested Waiver through April 19, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the terms extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of this Agreement shall automatically and without further action (i) any breach, Default or notice Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any party expire Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the Limited Waiver Termination Date part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (as defined below). 3.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Dated) diminish, the Anticipated Defaults shall be deemed to be Events prejudice or waive any of Default in full force Agent’s or any Lender’s rights 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 remedies 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 other Loan Documents Documents, or applicable law, except whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on April 19, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, 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 provision of the Borrower Credit Agreement or any other Loan Party. 3.3 Notwithstanding anything to Document is qualified by, or requires the contrary herein, the Lenders do not now waive, nor do they agree that they will waive in the futureabsence of, any further Default or Event of Default. Neither this Agreement nor any course of dealing , a Default 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 be deemed to have occurred for purposes 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 provisions as a result of the steps to enforce any such right, remedy, power or privilege (pursuant to this Agreement or otherwise) preclude any further exercise thereof or Specified Events of any other right, remedy, power or privilege, except to Default notwithstanding the extent expressly set forth herein. For the purposes hereof,Requested Waiver.

Appears in 1 contract

Samples: Limited Waiver and Consent to Credit Agreement (Sequential Brands Group, Inc.)

Limited Waiver. 3.1 Solely during (a) The Required Lenders hereby waive (i) the Waiver Period application of clause (g) of the definition of "Permitted Excess Cash Flow Prepayments" in Section 1.1 of the Revolving Credit Agreement, solely as defined belowit applies to the Borrower's repurchase of certain of the bonds that were issued in connection with the Senior Note Indenture in an amount up to $3,000,000 on or before July 31, 0000 (xxx "Xxxx Xxxxxxxxxx"), and (ii) and not at any requirement under the Revolving Credit Agreement that the Bond Repurchase be characterized as a Capital Expenditure or used in any way in the calculation of Excess Cash Flow, Fixed Charge Coverage Ratio or any other timecalculation involving Permitted Excess Cash Flow Prepayments. The Borrower hereby agrees that the Bond Repurchase shall be at or below One Hundred and Three Percent (103%) of par and that, notwithstanding the foregoing, clauses (a) through (f) of the definition of "Permitted Excess Cash Flow Prepayments" shall apply to the Bond Repurchase. (b) The Required Lenders hereby agree to temporarily waive the Anticipated Defaults and the right to accelerate the Obligations as a result thereof. During the Waiver Periodwaive, 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 solely with respect to the Anticipated Defaults. The waivers provided pursuant to acquisition of and/or development by the terms Borrower of this Agreement shall automatically and without further action or notice by any party expire on that certain restaurant location at Xxxxxx Xxxx Xxxx, 0 Xxxxxx Xxxxxx, Xxxx X-000, Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000 (the Limited Waiver Termination Date (as defined below"Charlestown Acquisition"). 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 application to be Events such Charlestown Acquisition 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(cclause (d) of the definition of "Permitted Acquisitions" in Section 1.1 of the Revolving Credit Agreement. Notwithstanding the foregoing, the Borrower hereby acknowledges that all other terms, conditions and limitations contained in the Revolving Credit Agreement, and including but not limited to any limitations otherwise provided by the Administrative Agent and the Lenders shall retain all application of the rights and remedies related thereto. This Agreement definition of "Permitted Acquisitions", 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 apply 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 PartyCharlestown Acquisition. 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,

Appears in 1 contract

Samples: Limited Waiver to Revolving Credit Agreement (Friendly Ice Cream Corp)

Limited Waiver. 3.1 Solely Subject to the satisfaction of the condition set forth in Section 4 hereof, the Administrative Agent and the Required Lenders hereby agree that: (a) The Required Lenders and the Administrative Agent hereby preemptively waive the Specified Default for all purposes under the Credit Agreement during the Waiver Period Period. From and after the Waiver Termination Date, (as defined belowi) the agreement of the Lenders and not at the Administrative Agent hereunder waiving the Specified Default shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower and each Guarantor, (ii) the Specified Default shall be deemed an Event of Default for all purposes of the Credit Agreement and the other timeLoan Documents unless Parent has delivered the 2018 Financial Statements prior to such Waiver Termination Date and (iii) if the Waiver Termination Date occurs on the date specified in clause (ii) of the definition thereof, the Lenders hereby agree Administrative Agent shall be deemed to temporarily waive have delivered the Anticipated Defaults written notice referred to in Section 7.1(e) of the Credit Agreement on September 27, 2018. (b) The existence of the Specified Default and the right to accelerate the Obligations as a result thereof. During the Waiver Period, the Anticipated Defaults any Specified Cross Default shall be deemed not to have occurred be a “Default” for any purpose of the Credit Agreement during the Waiver Period. (c) The consent contained in this Section 2 is a limited consent and (i) shall only be relied upon and used for the specific purpose set forth herein, (ii) shall not constitute nor be deemed to constitute a waiver, except as otherwise expressly set forth herein, of (A) any Default or Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default), or (B) any term or condition of the Loan Documents, (iii) shall not constitute nor be continuing, and deemed to constitute a consent by the Administrative Agent or any Lender to anything other than the specific matters set forth herein, (iv) shall not constitute a custom or course of dealing among the parties hereto and (v) shall not in any way or manner restrict the Lenders shall have no right to enforce Administrative Agent or any Lender from exercising any rights or exercise remedies they may have with respect to the Anticipated Defaults. The waivers provided pursuant to the terms of this Agreement shall automatically and without further action any other Default 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 Event of Default in full force and effect(including, having occurred for the avoidance of doubt, any Default or Event of Default existing 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(cthe date hereof which is not a Specified Default or Specified Cross Default) at any time in respect 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 Agreementother Loan Document. Nothing in this Agreement herein shall be deemed to constitute a consent to any other departure from or a waiver by of any other term, provision or condition of the Credit Agreement or any other Loan Document or prejudice any right or remedy that 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 Lender may have under any of the Loan Documents currently 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 may have 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,.

Appears in 1 contract

Samples: Term Loan Agreement (Symantec Corp)

Limited Waiver. 3.1 Solely during Subject to all of the Waiver Period other terms and conditions set forth herein and in reliance upon the agreements of the Borrower and the Guarantors contained herein, the Administrative Agent and the undersigned Lenders hereby temporarily waive until the Termination Date (as defined belowhereinafter defined) each of the Specified Defaults. The temporary waiver granted pursuant to this Section 3 shall terminate and not at expire on the date (the “Termination Date”) that is the earliest to occur of: (i) May 16, 2011, (ii) the failure of the Borrower or any Guarantor to comply with any of the terms of this Agreement and/or any of the Borrower’s or Guarantors’ other undertakings set forth herein, (iii) the occurrence of any Default or Event of Default other than the Specified Defaults, (iv) the occurrence of any Material Adverse Effect, (v) the date that any Obligor, any Affiliate of any Obligor or any other timePerson claiming by or through any Obligor joins in, assists, cooperates or participates as an adverse party or adverse witness in any suit or other proceeding against the Administrative Agent, any Lender or any Affiliate of any of them relating to the Obligations or any other amounts owing under any Loan Document and (vi) the occurrence of the “Termination Date” under and as defined in that certain Amended and Restated Limited Waiver, dated as of the date hereof, by and among the Borrower, the Lenders hereby agree to temporarily waive Guarantors and Bank of America, N.A., as lender. On and after the Anticipated Defaults and the right to accelerate the Obligations as a result thereof. During the Waiver PeriodTermination Date, the Anticipated Defaults waiver set forth above shall be deemed not automatically, without the requirement of any notice to have occurred the Borrower or be continuingany Guarantor, terminate and expire and the Administrative Agent and the Lenders shall have no right be free in their sole and absolute discretion to proceed to enforce any or all of their rights or exercise and remedies with respect to the Anticipated Defaults. The waivers provided pursuant to the terms of set forth in 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 DateAgreement, 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, the other Loan Documents, any other related documents and the Administrative Agent applicable law, including without limitation, those acceleration, enforcement and the Lenders shall retain all of the other 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 arising 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 virtue of the Loan Documents or applicable law, except to occurrence of the extent expressly set forth herein, nor shall the Lenders’ execution and delivery of this Agreement establish a course of dealing among the Lenders Specified Defaults 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 Partyand each Guarantor hereby waives notice thereof. 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,

Appears in 1 contract

Samples: Limited Waiver and Agreement (Albany Molecular Research Inc)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period (as defined below) and not at any other timesatisfaction of the conditions precedent set forth in Section 4 of this Waiver, 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 party hereto hereby grant an extension to the Anticipated Defaults. The waivers provided pursuant Requested Waiver through June 7, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the terms extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of this Agreement shall automatically and without further action (i) any breach, Default or notice Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any party expire Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the Limited Waiver Termination Date part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (as defined below). 3.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Dated) diminish, the Anticipated Defaults shall be deemed to be Events prejudice or waive any of Default in full force Agent’s or any Lender’s rights 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 remedies 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 other Loan Documents Documents, or applicable law, except whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on June 7, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, 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 provision of the Borrower Credit Agreement or any other Loan Party. 3.3 Notwithstanding anything to Document is qualified by, or requires the contrary herein, the Lenders do not now waive, nor do they agree that they will waive in the futureabsence of, any further Default or Event of Default. Neither this Agreement nor any course of dealing , a Default 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 be deemed to have occurred for purposes 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 provisions as a result of the steps to enforce any such right, remedy, power or privilege (pursuant to this Agreement or otherwise) preclude any further exercise thereof or Specified Events of any other right, remedy, power or privilege, except to Default notwithstanding the extent expressly set forth herein. For the purposes hereof,Requested Waiver.

Appears in 1 contract

Samples: Limited Waiver and Consent to Credit Agreement (Sequential Brands Group, Inc.)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period (as defined below) occurrence of the Forbearance Effectiveness and not at any other timenotwithstanding anything to the contrary in the Credit Agreement, the Lenders parties hereto hereby agree to temporarily waive any limitation in the Anticipated Defaults and the right to accelerate the Obligations Credit Agreement that, solely as a result thereofof the Suspended Defaults, would prohibit or restrict the Borrower’s ability to request an amendment and renewal (or replacement Letter of Credit) with respect to that certain Standby Letter of Credit No. During the Waiver PeriodS101436, in favor of Newpek, LLC, that certain Standby Letter of Credit No. S101437, in favor of Reliance Holding USA, Inc. and that certain Standby Letter of Credit No. S101438, in favor of Pioneer Natural Resource Company, in each case, as amended or otherwise modified from time to time prior to October 30, 2020 (collectively, the Anticipated Defaults shall be deemed not to have occurred or be continuing“Specified Letter of Credit”), and issued by The Toronto-Dominion Bank, New York Branch (including, for purposes of clarity, any requirement that the Administrative Agent Borrower make the representation set forth in Section 7.07 as a condition to the amendment, renewal or issuance of such Letter of Credit). The limited waivers set forth in this Section 7 (the “Limited Waiver”) are limited to the extent expressly set forth herein and no other terms, covenants or provisions of the Lenders Credit Agreement or any other Loan Document shall have no right to enforce rights or exercise remedies in any way be affected hereby. The Limited Waiver is granted only with respect to the Anticipated Defaults. The waivers provided pursuant Suspended Defaults as applied to the terms Specified Letter of this Agreement shall automatically Credit, and without further action no other Borrowing or notice by issuance, amendment, renewal or extension of any party expire on Letter of Credit is consented to or otherwise permitted hereby. Other than with respect to the Suspended Defaults as applied to Specified Letter of Credit, the Limited Waiver Termination Date (as defined below). 3.2 No waiver provided herein shall remain in effect after does not waive any other requirement with respect to any other Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit. 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 in any manner create a course of dealing or otherwise impair the effect future ability 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 to decline to waive the applicability 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 DefaultDefault under Credit Agreement (including the Suspended Defaults) with respect to any request for a Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit. Neither this Agreement nor any course For purposes of dealing or delay or failure clarity, prior to and immediately after the effectiveness of the Lenders in exercising Limited Waiver 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 Suspended Defaults continuing immediately prior to the extent expressly set forth herein; nor Execution Date 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,remain continuing and are not waived hereby.

Appears in 1 contract

Samples: Forbearance Agreement and Sixth Amendment to Credit Agreement (Sundance Energy Inc.)

Limited Waiver. 3.1 Solely during (a) Subject to the terms and conditions set forth below in Section 3 hereof, the Agents and the Required Lenders hereby agree that the Specified Default is hereby temporarily waived through and including the earlier to occur of (i) the date that any Event of Default (other than the Specified Default) occurs under the Financing Agreement or any other Loan Document, (ii) a breach of any provision or other covenant under Section 2 hereof, and (iii) the Liquidity Covenant Relief End Date (defined below)) (such period, the “Waiver Period”). (b) Notwithstanding the terms of Section 2(a), the waiver provided in Section 2(a) shall automatically and immediately terminate at the end of the Waiver Period (as defined below) and not at without 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)either Administrative Agent or Lenders. 3.2 No (c) The foregoing 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 is a limited and effect, having occurred as of September 30, 2012 temporary waiver and continuing uninterrupted thereafter for all purposes, including, without limitation, for purposes of calculating and charging default interest under Section 2.9(c(i) 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 constitute nor 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 Agents or Lenders, except as otherwise expressly set forth herein, in each case, of (x) any Default or Event of Default which has occurred or exists under the Financing Agreement or hereafter may occur under the Financing Agreement (other than the Specified Default) or (y) any term or condition of the Financing Agreement and the other Loan Documents, (ii) shall not constitute nor be deemed to constitute a consent by the Agents or any Lender to anything other than the specific purpose set forth herein, (iii) shall not establish a custom or course of dealing among the Borrower, any other Loan Party, the Agents, the Lenders or any of them and (iv) shall only be relied upon and used for the specific purpose set forth herein. Except as specifically set forth herein, the Agents and the Lenders hereby expressly reserve all of their rights and remedies under the Financing Agreement, the other Loan Documents (including, without limitation, this Agreement) and applicable law. (d) Each Loan Party acknowledges and agrees that the Specified Default has occurred and is continuing as of the date hereof, and except for the Specified Default, no other Event of Default has occurred and is continuing as of the date hereof, and, except to the extent set forth in this Agreement for the duration of the Wavier Period, the occurrence of the Specified Default: (i) relieves the Secured Parties from any obligation to extend any Loan or provide other financial accommodations under the Financing Agreement or other Loan Documents, and (ii) permits the Secured Parties, to among other things, (A) suspend or terminate any commitment to provide Loans or make other extensions of credit under any or all of the Financing Agreement and the other Loan Documents (B) accelerate all or any portion of the Obligations, (C) charge default interest pursuant to Section 2.04(c) and (d) of the Financing Agreement at the Post-Default Rate with respect to any and all of the Obligations effective from and after the date of the Specified Default on a retroactive basis, (D) commence any legal or other action to collect any or all of the Obligations from the Borrower, any other Loan Party and/or any Collateral, (E) foreclose or otherwise realize on any or all for the Collateral and/or appropriate, set-off and apply to the payment of any or all of the Obligations, any or all of the Collateral, and/or (F) take any other enforcement action or otherwise exercise any or all rights and remedies provided for by the Financing Agreement, the other 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,

Appears in 1 contract

Samples: Financing Agreement (Near Intelligence, Inc.)

Limited Waiver. 3.1 Solely a. Subject to the satisfaction of the conditions set forth in Section 4 hereof, and in reliance on the representations and warranties set forth in Section 3 below, the Lenders party hereto constituting the Required Lenders hereby waive (i) the Specified Quarterly Deliverables Defaults and the Financial Covenant Defaults, (ii) subject to Section 2(c) below, the Historical Financial Defaults and (iii) solely during the Waiver Period Period, the Specified Annual Deliverables Defaults; provided, that, the waivers included in this Section 2(a)(iii) shall automatically and without any further action by the Lenders cease to be effective for all purposes on the earlier of (x) December 31, 2023 (the “Waiver Expiration Date”) and (y) the occurrence of any Default Trigger; provided, further, that to the extent that (x) all of the Specified Annual Financial Deliverables are delivered on or prior to the Waiver Expiration Date and (y) no Default Trigger shall have occurred on or prior to such date, then the waiver set forth in this Section 2(a)(iii) shall be permanent and any such Specified Annual Deliverables Default shall be deemed permanently cured and waived. The parties hereto agree that the failure by the Borrower to deliver to the Administrative Agent the Specified Annual Financial Deliverables on or prior to the Waiver Expiration Date shall constitute, without the requirement of delivery of any notice set forth therein (or any other demand, presentment, protest, or notice of any kind, all of which the Borrower and Parent Guarantor each hereby waive), an Event of Default pursuant to Section 7.01(c) (without reference to any cure period contained therein) of the Amended Credit Agreement. b. Without limiting the generality of any provision of the Amended Credit Agreement, the waivers set forth in clause (a) above shall be limited precisely as written and relate solely to the applicable referenced sections of the Amended Credit Agreement in the manner and to the extent described above, and nothing in this Second Amendment shall be deemed to (i) constitute a waiver of compliance by the Parent Guarantor or the Borrower or amendment with respect to any other term, provision or conditions of the Amended Credit Agreement or any other Loan Document, or any other instrument or agreement referred to therein, (ii) waive any other existing or future Default or Event of Default or (iii) prejudice any right or remedy that the Administrative Agent or any Lender may now have or may have in the future under or in connection with the Amended Credit Agreement or any other Loan Document, or any other instrument or agreement referred to therein (all of which rights and remedies are expressly reserved). The waivers set forth in clause (a) above shall be effective only in this specific instance and for the specific purpose for which such waiver is given. This Second Amendment shall not entitle the Parent Guarantor or the Borrower to any other or further waiver in any similar or other circumstances. c. On or prior to the Waiver Expiration Date, the Borrower shall deliver, or cause to be delivered, updated versions of the financial statements required pursuant to Sections 3.05(a) and (b) of the Amended Credit Agreement, in each case giving effect to any corrections or restatements prepared by the Borrower’s auditors or financial advisors, solely to the extent that such financial statements have been corrected or restated by the Borrower’s auditors or financial advisors. d. Each Lender party to this Second Amendment hereby waives any break funding payments otherwise owing to such Lender pursuant to Section 2.16 of the Amended Credit Agreement in connection with any repayment of Revolving Loans with the proceeds of the Second Amendment Equity Contribution (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 on 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 PartySeptember 20, 2023. 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,

Appears in 1 contract

Samples: Credit Agreement (Waldencast PLC)

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 Borrower has informed the Administrative Agent and the Lenders shall have no right that it intends to enforce rights issue Senior Notes in reliance upon Section 9.02(f) in an aggregate principal amount of up to a maximum of $400,000,000 on or exercise remedies with respect to about May 16, 2013 (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“Senior Notes Issuance”). 3.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination DateSenior Notes Issuance, the Anticipated Defaults Borrower will prepay a portion of the Borrowings then outstanding (the “Prepayment”) with net cash proceeds received from the Senior Notes Issuance. The Prepayment will cause the aggregate notional amount of Swap Agreements entered into by the Borrower in respect of interest rates to exceed 100% of the outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate, in violation of Section 9.18(b) (the “Interest Rate Hedging Covenant”). Based on the foregoing, the Borrower has requested that the Lenders waive, and the Lenders do hereby waive the Borrower's compliance with the Interest Rate Hedging Covenant so as to permit Swap Agreements which have been entered into by the Borrower in respect of interest rates prior to the date hereof and that are outstanding and in effect on the date hereof (the “Existing Xxxxxx”) to remain outstanding in accordance with their terms; provided that the Borrower shall not extend or increase the notional amount of its Existing Xxxxxx expiring in 2013; however, the Borrower shall be deemed permitted to be Events extend its Existing Xxxxxx expiring in 2014 and 2015 even if at the time of Default such extension the notional amount of Swap Agreements entered into by the Borrower in respect of interest rates exceed 100% of the outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate. Except as expressly waived herein, all covenants, obligations and agreements of the Borrower contained in the Credit Agreement and the other Loan Documents shall remain in full force and effecteffect in accordance with their terms. Without limitation of the foregoing, having occurred as of September 30the foregoing waiver is hereby granted to the extent and only to the extent specifically stated herein and for no other purpose and shall not be deemed to (a) be a consent or agreement to, 2012 and continuing uninterrupted thereafter for all purposesor waiver or modification of, includingor amendment to, without limitation, for purposes of calculating and charging default interest under Section 2.9(c) any other term or condition of the Credit Agreement, and the Administrative Agent and the Lenders shall retain all any other Loan Document or any 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 documents referred to constitute a waiver by the Administrative Agent or the Lenders of any Defaulttherein, whether now existing or hereafter arising(b) except as expressly set forth herein, or of prejudice any right or remedy rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement, any other Loan Document or any of the Loan Documents documents referred to therein, or applicable law, except to the extent expressly set forth herein, nor shall the Lenders’ execution and delivery of this Agreement establish a (c) constitute any course of dealing among the Lenders and the Borrower or in other basis for altering 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 obligation of the Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement, the other Loan Party. 3.3 Notwithstanding anything Documents, or any other contract or instrument. Granting the waiver set forth herein does not and should not be construed to the contrary herein, the Lenders do not now waive, nor do they agree be an assurance or promise that they consents or waivers will waive be granted in the future, any further Default whether for the matters herein stated 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 on 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,unrelated matters.

Appears in 1 contract

Samples: Credit Agreement (Legacy Reserves Lp)

Limited Waiver. 3.1 Solely during (a) Pursuant to Exhibit C of the Waiver Period (as defined below) and not at any other timeAgreement, the Lenders hereby agree Collection Agent shall not permit its Fixed Charge Coverage Ratio to temporarily waive be less than 1:15 to 1.00 (the Anticipated Defaults and "Fixed Charge Coverage Ratio Requirement"). Pursuant to Section 6.3(d) of the right Agreement, a Collection Agent Default shall occur if the Fixed Charge Coverage Ratio Requirement is breached. Pursuant to accelerate Section 7.1(d) of the Obligations as Agreement, a result thereof. During the Waiver Period, the Anticipated Defaults Termination Event shall be deemed not to occur if a Collection Agent Default shall have occurred or be continuing, if UAC is not the Collection Agent. The Collection Agent has informed the Company and the Administrative Deal Agent that the Fixed Charge Coverage Ratio Requirement will be breached and the Lenders shall have no right to enforce rights or exercise remedies that a Collection Agent Default and a Termination Event will occur with respect to the Anticipated Defaults. The waivers provided pursuant to calendar quarter ending on March 31, 2002 (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 belowPeriod"). 3.2 No (b) The Collection Agent hereby requests a 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 Agreementof, and the Administrative Deal Agent and the Lenders Company hereby agree to waive the Fixed Charge Coverage Ratio Requirement and the occurrence of the Collection Agent Default and the Termination Event with respect to the Waiver Period. (c) The waiver agreed to herein shall retain be effective only for the Waiver Period. For each calendar quarter (other than the calendar quarter constituting the Waiver Period), the Fixed Charge Coverage Ratio Requirement, the Collection Agent Default and the Termination Event shall have the same force and effect as if this waiver letter had not been entered into by the parties hereto, and the Deal Agent and the Company shall have all of the rights and remedies related thereto. This afforded to them under the Agreement and each other Transaction Document as though no waiver had been granted by them hereunder. (d) The execution, delivery and effectiveness of this waiver 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 not, except as expressly provided herein, operate as a waiver by of' any right, power or remedy of the Administrative Deal Agent or the Lenders of any Default, whether now existing Company under the Agreement 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 PartyTransaction Documents. 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,

Appears in 1 contract

Samples: Security Agreement (Union Acceptance Corp)

Limited Waiver. 3.1 Solely The undersigned Required Lenders hereby waive 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 Specified Default (which shall be deemed not to have occurred be continuing for all purposes of the Credit Agreement during the Waiver Period). The Waiver Period shall extend from the date hereof until May 30, 2009, unless terminated earlier as a result of the Borrower’s failure to comply with its agreements herein or be continuingreferred to herein, and or extended at the sole option of the Required Lenders (the “Waiver Period”). Upon the termination or expiration of the Waiver Period, an immediate Default or Event of Default shall exist under the Credit Agreement, unless cured or waived by the Required Lenders. This waiver shall not extend beyond the terms expressly set forth herein, nor impair any right or power accruing to any Lender or the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies with respect to the Anticipated Defaultsany other Default or Event of Default. 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 Nothing contained 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) imply any willingness of the Credit Agreement, and Lenders or 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 to agree to any similar or extending any applicable cure period beyond the period other waiver that would have applied absent this Agreement. Nothing in this Agreement shall may be deemed to constitute a waiver requested by the Administrative Agent or the Lenders of any Default, whether now existing or hereafter arisingBorrowers, 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 otherwise prejudice, impair or affect any rights or remedies of the Lenders’ execution and delivery of this Agreement establish a course of dealing among the Administrative Agent or 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 with respect to the enforcement of their rights Credit Agreement or to provide any other financial accommodations to or on behalf of the Borrower or any other Loan PartyDocuments. 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,

Appears in 1 contract

Samples: Limited Waiver (Visteon Corp)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period (as defined below) and not at any other timesatisfaction of the condition set forth in Section 4 hereof, the Lenders hereby agree to temporarily waive the Anticipated Defaults Administrative Agents and the right to accelerate the Obligations as a result thereof. During the Waiver PeriodRequired Lenders (and, 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 clause (b) below as it relates 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(c4.2(b) of the Credit Agreement, the Required Revolving Lenders) hereby agree that: (a) The Required Lenders and the Administrative Agent Agents hereby preemptively waive the Specified Default for all purposes under the Credit Agreement during the Waiver Period. From and after the Waiver Termination Date, (i) the agreement of the Lenders and the Lenders Administrative Agents hereunder waiving the Specified Default shall retain immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which are hereby waived by the rights Borrower and remedies related thereto. This each Guarantor, (ii) the Specified Default shall be deemed an Event of Default for all purposes of the Credit Agreement and the other Loan Documents unless Borrower has delivered the 2018 Financial Statements prior to such Waiver Termination Date and (iii) if the Waiver Termination Date occurs on the date specified in clause (ii) of the definition thereof, the Administrative Agents shall be deemed to have delivered the written notice referred to in Section 7.1(e) of the Credit Agreement on September 27, 2018. (b) The existence of the Specified Default and any Specified Cross Default shall be deemed not to be a “Default” for any purpose of the Credit Agreement during the Waiver Period. (c) The consent contained in this Section 2 is a limited consent and (i) shall only be relied upon and used for the specific purpose set forth herein, (ii) shall not constitute nor be deemed to constitute a waiver, except as otherwise expressly set forth herein, of (A) any Default or Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default), or (B) any term or condition of the Loan Documents, (iii) shall not constitute nor be deemed to constitute a consent by the Administrative Agents or any Lender to anything other than the specific purpose set forth herein, (iv) shall not constitute a custom or course of dealing among the parties hereto and (v) shall not in any way or manner restrict the Administrative Agents or any Lender from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the effect avoidance of tolling doubt, any Default or extending Event of Default existing as of the date hereof which is not a Specified Default or Specified Cross Default) at any applicable cure period beyond time in respect of the period that would have applied absent this AgreementCredit Agreement or any other Loan Document. Nothing in this Agreement herein shall be deemed to constitute a consent to any other departure from or a waiver by the Administrative Agent or the Lenders of any Defaultother term, whether now existing provision or hereafter arising, condition of the Credit Agreement or of any other Loan Document or prejudice any right or remedy that the Administrative Agent Agents or the Lenders any Lender 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 may have 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,.

Appears in 1 contract

Samples: Credit Agreement (Symantec Corp)

Limited Waiver. 3.1 Solely during Subject to the Waiver Period (as defined below) satisfaction or waiver in writing of each of the conditions precedent set forth in Section 2 below and not at any other timein reliance upon the representations, warranties, covenants and agreements contained in this Waiver, the Lenders undersigned Lenders, comprising the Required Lenders, hereby agree to temporarily waive the Anticipated Defaults and the right to accelerate the Obligations as on a result thereof. During the Waiver Periodone-time basis, 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 solely 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 Specified ESG Determination Date, the Anticipated Defaults shall be deemed to be Events requirement under the second sentence 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(c4.17(e) of the Credit Agreement, and Agreement that the Administrative Agent and Parent attach to the Lenders shall retain all ESG Certificate a review report of the rights Sustainability Assurance Provider satisfying the applicable Sustainability Reporting and remedies related thereto. This Agreement shall not have Validation Standards (the effect of tolling or extending any applicable cure period beyond the period that would have applied absent this Agreement“Waived ESG Review Report”). Nothing contained in this Agreement Waiver shall be deemed to constitute a waiver by the Administrative Agent or the Lenders of any Default, whether now existing or hereafter arisingconsent to, or of any right or remedy the Administrative Agent or the Lenders may have under any of the Loan Documents or applicable lawwaiver of, 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 action or on behalf inaction of the Borrower or the Parent that constitutes (or would constitute) a violation of or a departure from any provision of the Credit Agreement or any other Loan Party. 3.3 Notwithstanding anything to the contrary hereinDocument, the Lenders do not now waive, nor do they agree that they will waive in the future, any further or which constitutes (or would constitute) a Default or Event of Default. The waiver described in this Section 1 is a one-time waiver applicable solely to the Specified ESG Determination Date and the Waived ESG Review Report Neither the Lenders nor the Administrative Agent shall be obligated to grant any other future waivers, consents or amendments with respect to any provision of the Credit Agreement or of any other Loan Document. The Borrower hereby acknowledges and agrees that, other than the waiver expressly provided for in this Agreement nor any Section 1, no course of dealing or and no delay or failure of the Lenders in exercising any right, remedy, power or privilege under remedy conferred on the Administrative Agent or any Lender in the Credit Agreement or in connection with any Event of Default shall affect any other Loan Document or future exercise thereof now or the existence hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver of any other right, remedy, power or privilege, except to the extent expressly set forth herein; nor shall any single or partial exercise of otherwise prejudice any such right, remedy, power or privilege or remedy. Without limiting the foregoing, any abandonment or discontinuance ESG Certificate that is timely delivered with respect to the Specified ESG Determination Date in accordance with the other applicable provisions of the steps Credit Agreement shall be deemed to enforce any satisfy Section 4.17(e) of the Credit Agreement notwithstanding that such right, remedy, power or privilege ESG Certificate does not include the Waived ESG Review Report so long as such ESG Certificate (pursuant to this i) includes a sustainability report as required by the first sentence of Section 4.17(e) of the Credit Agreement or otherwiseand (ii) preclude any further exercise thereof or of any other right, remedy, power or privilege, except to satisfies the extent expressly requirements set forth hereinin Section 4.17(a) of the Credit Agreement. For the purposes hereof,avoidance of doubt, the undersigned Lenders hereby agree that the 2023 sustainability report of Phillips 00, xxxch shall include data to calculate the TRIR Among Peers and GHG Intensity (YoY Change) of the Parent, shall satisfy the requirement for the sustainability report described in Section 4.17(e) of the Credit Agreement and referenced in clause (i) immediately above for the Specified ESG Determination Date.

Appears in 1 contract

Samples: Limited Waiver (DCP Midstream, LP)

Limited Waiver. 3.1 Solely during (a) The Borrowers have advised Agent and Lenders that Arctic Cat (i) has abandoned the Waiver Period Patent Collateral (as defined below) in that certain Patent Security Agreement dated as of November 10, 2009, by and not at any other timebetween Arctic Cat and Agent, as amended, restated, supplemented or otherwise modified, the “Patent Agreement”) described in Section 2(c)(ii) of that certain Fourth Amendment to Patent Security Agreement dated as of even date herewith, by and among Arctic Cat, Agent, and Required Lenders hereby agree (the “Patent Amendment”), without obtaining the prior written consent of the Agent; (ii) has obtained rights to temporarily waive the Anticipated Defaults Patent Collateral described in Section 2(c)(i) of the Patent Amendment without giving Agent prompt written notice thereof; and (iii) has abandoned its Tigershark trademarks having the right to accelerate registration numbers of 1742252 and 1851415 without obtaining the Obligations prior written consent of the Agent (collectively, the “Noncompliance”). Borrowers acknowledge that, as a result thereof. During of the Waiver Periodabove-mentioned actions and failures to act, Events of Default exist under Section 11.1(c) of the Loan Agreement (collectively, the Anticipated Defaults shall be deemed not to have occurred or be continuing, and the Administrative “Existing Defaults”). (b) The Agent and the Lenders hereby waive the Noncompliance and the Existing Defaults (such waivers, collectively, the “Waiver”). Such Waiver is conditioned upon the terms and conditions set forth herein, shall have no right be limited precisely as described herein and shall relate solely to enforce rights the Noncompliance and the Existing Defaults described herein. Nothing in this Amendment shall be construed to (i) constitute a waiver of compliance or exercise remedies default by the Borrowers with respect to the Anticipated Defaults. The waivers provided pursuant Loan Documents in any other instance or any other instrument or agreement referred to in the terms of this Agreement shall automatically and without further action Loan Documents; 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(cii) 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 prejudice any right or remedy that the Administrative Agent or the Lenders any Lender may now have or 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 future under or in connection with any Event of Default shall affect Loan Document or any other instrument or future exercise thereof or the existence of any other right, remedy, power or privilege, except agreement referred 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,therein.

Appears in 1 contract

Samples: Loan and Security Agreement (Arctic Cat Inc)

Limited Waiver. 3.1 Solely during a. Subject to and effective upon the Waiver Period due execution and delivery by the Company and each of the Subordinated Buyers of the Intercreditor Agreement Amendment, and subject to the conditions set forth in Section 3(b) hereof, each of the Buyers, severally and not jointly, hereby waives any and all violations or breaches of the April Notes (as amended hereby) and the Bridge Notes (as amended hereby), respectively, and any of the other Transaction Documents (as defined below) and not at any other timein each of the Purchase Agreements, collectively, the Lenders hereby agree to temporarily waive the Anticipated Defaults and the right to accelerate the Obligations “Buyer Transaction Documents”), as a result thereof. During the Waiver Period, the Anticipated Defaults shall be deemed not to have occurred or be continuingapplicable, 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 (as defined in each of the Notes), solely to the extent that any such violation, breach or Event of Default is the direct result of the Company’s and the Subsidiaries’ issuance of the Subordinated Securities, and entering into, and carrying out their respective obligations under, the Subordinated Purchase Agreement, the Subordinated Securities, the Mortgage Amendments (as defined in the Subordinated Purchase Agreement) and the Subsidiary Guaranty (as defined in the Subordinated Purchase Agreement) (the Mortgage Amendments and the Subsidiary Guaranty, each in the form attached hereto as Exhibit E, without amendment or other modification, together with the Subordinated Purchase Agreement and the Subordinated Securities, the “Subordinated Transaction Documents”); provided, however, that upon any amendment, restatement or other modification of, supplement to, or waiver by any party of any of the conditions or obligations of any of the Subordinated Buyers set forth in, the Subordinated Purchase Agreement, or the Subordinated Securities or any of the other Subordinated Transaction Documents, without the prior written consent of the Buyers, the limited waiver set forth in this Section 3(a) shall affect be null and void and of no further force and effect as if the Buyers had never granted the limited waiver set forth in this Section 3(a). b. The limited waivers set forth in Section 3(a) hereof, (i) are not, nor shall they be deemed to be, waivers of any adjustment to the Purchase Price (as defined in the April Warrants) pursuant to Section 3.4 of the April Warrants held by the Buyers, resulting from, or otherwise relating to, the consummation of the transactions contemplated by the Subordinated Purchase Agreement and the other Subordinated Transaction Documents, including the issuance by the Company of the Subordinated Securities, (ii) are not, nor shall they be deemed to be, waivers under any other circumstance or future exercise thereof or the existence waivers of any other rightcondition, remedyrequirement, power provision or privilegebreach of, except to or rights under, any of the extent expressly set forth herein; Notes (as amended hereby), any of the Buyer Transaction Documents or any other agreement or instrument, and (iii) do not, nor shall any single they be deemed to, establish a custom or partial exercise course 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,dealing.

Appears in 1 contract

Samples: Waiver and Amendment Agreement (South Texas Oil Co)

Limited Waiver. 3.1 Solely during 4.01 By execution of this Amendment, Collateral Agent and Lenders hereby consent to Borrower's issuance of the Waiver Period (as defined below) and not at any other time2001 Senior Subordinated Notes, the Lenders hereby agree to temporarily waive payment of the Anticipated Defaults Interest Rate Differential Payment and the right issuance of the Existing Senior Subordinated Notes in connection with the Exchange and hereby waive any Default or Event of Default that would otherwise occur under Section 9.2(H) of the Loan Agreement solely by reason of Borrower's payment of the Interest Rate Differential Payment; provided, however, that Borrower shall be permitted to accelerate make the Obligations Interest Rate Differential Payment only if no Default or Event of Default has occurred and is existing under the Loan Agreement at the time such payment is to be made or would otherwise occur and be existing as a result thereofof making such payment. During the Waiver PeriodExcept as otherwise specifically provided for in this Section 4.01, the Anticipated Defaults nothing contained herein 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 (construed 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 Collateral Agent or the Lenders of any Defaultcovenant or provision of the Loan Agreement, whether now existing or hereafter arisingthe Other Agreements, this Amendment, or of any right other contract or remedy instrument between Borrower, Collateral Agent and/or Lenders, and the Administrative failure of Collateral Agent or the Lenders may have at any time or times hereafter to require strict performance by Borrower of any provision thereof shall not waive, affect or diminish any right of Collateral Agent or Lenders to thereafter demand strict compliance therewith. Collateral Agent and Lenders hereby reserve all rights granted under any of the Loan Documents or applicable lawAgreement, except to the extent expressly set forth hereinOther Agreements, nor shall the Lenders’ execution this Amendment 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 contract or on behalf of the Borrower or any other Loan Partyinstrument between Borrower, Collateral Agent and Lenders. 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,

Appears in 1 contract

Samples: Loan and Security Agreement (Mmi Products Inc)

Limited Waiver. 3.1 Solely during Effective as of the Waiver Period (as defined Amendment No. 2 Effective Date, and subject to the conditions set forth in Section 3(c) below) and not at any other time, the Required 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 following limited waivers with respect to the Anticipated Defaults. The waivers provided pursuant Credit Agreement: (a) Solely with respect to the terms Borrower’s incurrence of this Agreement shall automatically and without further action or notice by any party expire the Amendment No. 2 Incremental Loans on the Limited Waiver Termination Date (as defined below). 3.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination DateAmendment No. Upon the Limited Waiver Termination 2 Effective Date, in lieu of the Anticipated Defaults shall be deemed to be Events of Default Senior Secured Leverage Ratio test not exceeding 4.50:1.00 set forth 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(c2.14(d)(v)(C) of the Credit Agreement, and the Administrative Agent and the Lenders shall retain all incurrence of the rights Amendment No. 2 Incremental Loans shall be tested on the basis of a Senior Secured Net Leverage Ratio test not exceeding 4.50:1.00; provided that the cash and remedies related thereto. This Agreement Cash Equivalents permitted to be netted pursuant to the definition of Senior Secured Net Leverage Ratio shall not have include any proceeds of the effect Amendment No. 2 Incremental Loans. (b) Solely with respect to the Borrower’s incurrence of tolling or extending any applicable cure period beyond the period that would have applied absent this Amendment No. 2 Incremental Loans on the Amendment No. 2 Effective Date, for purposes of the Senior Secured Leverage Ratio test not exceeding 4.50:1.00 set forth in Section 2.14(d)(v)(C) of the Credit Agreement, as waived above to be converted into a Senior Secured Net Leverage Ratio test, the Senior Secured Notes to be redeemed in the Redemption shall be deemed to not be outstanding. (c) The limited waivers set forth in Sections 3(a) and (b) above (together, the “Limited Waivers”) will be revoked and no longer be effective if the Redemption does not occur in accordance with the terms of the Borrower’s Notice of Conditional Partial Redemption dated as of April 8, 2015 (such Notice of Conditional Partial Redemption, in the form and substance as delivered to the trustee for the Senior Secured Notes on the date thereof, the “Notice”). Nothing The Limited Waivers shall become effective immediately prior to the amendments set forth in this Agreement Section 2 above and shall not 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 provision of the extent expressly set forth herein; nor shall any single or partial exercise of any such right, remedy, power or privilege Credit Agreement or any abandonment or discontinuance future application of Section 2.14(d)(v)(C) 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,Credit Agreement.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Polymer Group Inc)

Limited Waiver. 3.1 Solely during Pursuant to (a) Section 5.7 of the Waiver Period Purchase Agreement, if the Company or any Subsidiary issues any debt other than the Permitted Debt, unless otherwise waived in writing by and at the discretion of the Investor, the Company shall immediately utilize the proceeds of such issuance to repay the Note (such requirement, the “Prepayment Requirement”); and (b) Section 10 of the Purchase Agreement, if at any time prior to the second anniversary of the Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investor the opportunity to purchase up to ten percent (10%) of such New Securities (such requirement, the “Securities Offer Requirement”). In connection with the Company entering into that that certain Securities Purchase Agreement dated as of the date hereof (as amended, supplemented, restated and/or modified from time to time) by and between the Company and Xxxx Global Fund II LP (the “Second SPA”) (and the “Note” (as defined belowtherein) and not at any other time“Transaction Documents” (as defined therein) being entered into in connection therewith, the Lenders hereby agree Company has asked the Investor to temporarily waive the Anticipated Defaults Prepayment Requirement (but only as it relates to the Company incurring debt in favor of Xxxx Global Fund II LP in connection with the Second SPA) in connection with the Second SPA as well as the Securities Offer Requirement (but only in connection with the issuance of New Securities to Xxxx Global Fund II LP in connection with the Second SPA and the right to accelerate related Transaction Documents). The Investor hereby waives (x) 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 Prepayment Requirement but solely with respect to the Anticipated DefaultsCompany incurring debt in favor of Xxxx Global Fund II LP in connection with the Second SPA and (y) the Securities Offer Requirement but solely in connection with the issuance of New Securities to Xxxx Global Fund II LP in connection with the Second SPA and the related Transaction Documents. 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 Nothing contained herein shall remain in effect after be construed as a waiver of any defaults or events of default under 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 Purchase Agreement or any other 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 hereinInvestor, nor shall it be construed as a willingness of 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 Investor to hereafter provide any further waiver of any kind, to provide any further time prior to the enforcement of their rights or to provide waive any other financial accommodations to terms or on behalf conditions of the Borrower Purchase Agreement or any other Loan PartyTransaction Document. 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,

Appears in 1 contract

Samples: Securities Purchase Agreement (COMSovereign Holding Corp.)

Limited Waiver. 3.1 Solely during the Waiver Period (as defined below) By execution and not at any other timedelivery of this Agreement, each of the Lenders hereby agree temporarily waives any Default or Event of Default arising under clause (g) of Article VII to temporarily the extent, and solely to the extent, such Default or Event of Default is caused by a Specified Financial Reporting Default. Each Lender also agrees that if (a) Holdings delivers its Form 10-Q for the fiscal quarters ended on or about June 28, 2013 and September 27, 2013 to each of the trustees under each of the Subordinated Convertible Note Indenture and the Senior Unsecured Note Indenture prior to the expiration of the applicable sixty day grace period set forth in the applicable indenture (or prior to the expiration of any extended grace period or temporary waiver of a Specified Financial Reporting Default provided for in any Indenture Waiver), and such delivery is effective to cure the “Defaults” and “Events of Default” under and as defined in the applicable indentures caused by Holdings’s failure to deliver its quarterly financial statements on Form 10-Q in a timely manner, or (b) Holdings obtains Indenture Waivers under each of the Senior Unsecured Note Indenture or the Subordinated Convertible Note Indenture that permanently waive the Anticipated Specified Financial Reporting Defaults and the right to accelerate the Obligations as a result thereof. During the Waiver Periodunder each such indenture, the Anticipated Defaults corresponding Default and Event of Default under clause (g) of Article VII shall also be deemed not cured. The foregoing temporary waiver shall automatically expire without any further action by any Person on the earliest of (w) October 28, 2013, or, if on or prior to have occurred or be continuingOctober 28, and 2013, Holdings notifies the Administrative Agent and the Lenders European Administrative Agent that Holdings shall have no right make an Additional Interest Election, March 17, 2014 (provided, that if Holdings fails to enforce rights make an effective Additional Interest Election as promptly as possible after it may make such an election under the terms of the Subordinated Convertible Note Indenture, or exercise remedies if such Additional Interest Election shall fail to be effective at any time, the foregoing temporary waiver shall automatically expire without any further action by any Person), unless Holdings has cured pursuant to the previous sentence on or prior to such applicable date, (x) the earliest date that is (A) one Business Day prior to the 60th day after receipt by Holdings of a notice of any Specified Financial Reporting Default under the Senior Unsecured Note Indenture or a notice of a subsequent Specified Financial Reporting Default under the Subordinated Convertible Note Indenture or (B) one Business Day prior to the expiration of any extended grace period or temporary waiver of a Specified Financial Reporting Default provided for in any applicable Indenture Waiver, provided that, solely with respect to a Specified Financial Reporting Default 971472.02C-CHISR02A - MSW under 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 DateSubordinated Convertible Note Indenture, 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 if Holdings notifies the Administrative Agent and the Lenders European Administrative Agent that Holdings shall retain all make an Additional Interest Election with respect thereto, the date described in this clause (x) with respect to such Event of Default under the Subordinated Convertible Note Indenture shall be March 17, 2014 (provided, that if Holdings fails to make an effective Additional Interest Election as promptly as possible after it may make such an election under the terms of the rights and remedies related thereto. This Agreement Subordinated Convertible Note Indenture, or if such Additional Interest Election shall not have fail to be effective at any time, the effect of tolling foregoing temporary waiver shall automatically expire without any further action by any Person) in each case unless Holdings has cured pursuant to the previous sentence on or extending any prior to such applicable cure period beyond Business Day, (y) 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 commencement of any Defaultenforcement action, whether now existing or hereafter arisingincluding any acceleration of the notes, or of any right or remedy the Administrative Agent or the Lenders may have under any of the Loan Documents Convertible Senior Note Indenture, the Senior Unsecured Note Indenture or applicable law, except to the extent expressly set forth herein, nor shall Subordinated Convertible Note Indenture and (z) 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 occurrence of any kind, to provide any further time prior to the enforcement of their rights other “Default” 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 ” under any course of dealing or delay or failure of the Lenders in exercising any rightConvertible Senior Note Indenture, remedy, power or privilege under or in connection with any Event of Default shall affect any other or future exercise thereof the Senior Unsecured Note Indenture 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,Subordinated Convertible Note Indenture.

Appears in 1 contract

Samples: Credit Agreement (General Cable Corp /De/)