Limited Waivers. The Borrower has advised the Lenders that, as a result of the Xxxxxx Sale, it anticipates that the aggregate volume of all commodity Hedge Transactions for which settlement payments will be calculated in the calendar months of November 2021 and December 2021 will exceed 100% of actual production of crude oil in such calendar months (collectively, the “Specified Over-Hedging Event”). The Borrower has requested that the Lenders (a) waive any Event of Default that might occur under Section 6.18 of the Credit Agreement solely as a result of the Specified Over-Hedging Event and (b) waive the requirement in Section 6.18(g), with respect to crude oil volumes only, that the Borrower terminate, create off-setting positions, allocate volumes to other production for which the Borrower and the other Loan Parties are marketing, or otherwise unwind existing commodity Hedge Transactions such that, at such time, hedging volumes will not exceed 100% of reasonably anticipated projected production of crude oil for November 2021 or December 2021 (such waivers, collectively, the “Limited Waivers”). Subject to the satisfaction or waiver in writing of each of the conditions set forth in Section 5 below and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Lenders party hereto, hereby grant the Limited Waivers. The Limited Waivers provided in this Section 3 shall apply solely with regard to the Specified Over-Hedging Event and solely to the extent the Specified Over-Hedging Event results or resulted from the Xxxxxx Sale, and nothing contained in this Agreement shall be deemed a consent to, or waiver of, any other action or inaction of the Loan Parties that constitutes (or would constitute) a violation of or a departure from any provision of the Credit Agreement or any other Loan Document, or which constitutes (or would constitute) a Default or Event of Default. The Limited Waivers described in this Section 3 are each a one-time waiver limited to the Specified Over-Hedging Event. Neither the Lenders nor the Administrative Agent shall be obligated to grant any future waivers, consents or amendments with respect to Section 6.18 of the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document. Other than the Limited Waivers expressly provided for in this Section 3, the Loan Parties hereby agree and acknowledge that no course of dealing and no delay in exercising any right, power or remedy co...
Limited Waivers. (a) The Purchaser acknowledges and agrees that, from the period beginning on the Effective Date (as defined below) and ending at 5:00 p.m. (EDT) on July 31, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility Agreement, the Program Documents or any other agreements, documents or instruments between or among any Seller Party, the Purchaser and the Guarantor, including, but not limited to, any netting agreement, master securities forward transaction agreement or interest rate protection agreement, as applicable (collectively, the “Transaction Documents”), (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or future (but solely during the term of this Agreement), solely as a result of or arising solely from the Restatement (a “Default Event”), including, without limitation, any Default Event triggered pursuant to Section 17(e) of the Facility Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely resulting or arising from the Restatement, and (ii) there shall be no Default Event solely as a result of or arising solely from (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Financial Statements or any monthly financial statements delivered under any Transaction Document during the period from and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the delivery of the Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrect, or (y) the failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the existence of such Default Event, and in ea...
Limited Waivers. Subject to the terms and conditions hereof and notwithstanding anything to the contrary in the Credit Agreement, Agent and Lenders hereby agree that the covenants contained in Section 7.6 (including subsection A and subsection B thereof) will not be tested for a period of 120 days following the Effective Date (the “Waiver Period”) and no Potential Event of Default or Event of Default shall be deemed to occur as a result of Borrowers’ non-compliance (and Borrowers shall not be required to comply) with Section 7.6 during the Waiver Period; provided, that immediately following the expiration of the Waiver Period, the covenants set forth in Section 7.6 (including, without limitation, with respect to Fiscal Quarters ending prior to and/or during the Waiver Period) shall again be tested and any non-compliance therewith (including, without limitation, any such non-compliance which occurred with respect to Fiscal Quarters ending prior to and/or during the Waiver Period) shall constitute a Potential Event of Default and/or an Event of Default in accordance with terms of the Credit Agreement. The limited waivers granted herein shall be limited to those Potential Events of Default or Events of Default, if any, arising solely with respect to Section 7.6 of the Credit Agreement during the Waiver Period and do not apply to any past, present or future Potential Events of Default or Events of Default caused by any breach of Section 7.6 outside the Waiver Period or any other breach or violation of any provisions of the Credit Agreement or any of the other Loan Documents (whether arising under Section 7.6 or otherwise).
Limited Waivers. (a) In accordance with Section 10.1 of the Credit Agreement and notwithstanding any of the provisions otherwise set forth in the Credit Agreement, as of the Waiver Effective Date, the Majority Facility Lenders in respect of the Term Loan and the Majority Revolving Credit Facility Lenders hereby irrevocably and permanently waive any Default or Event of Default whether now existing or hereafter arising under Section 8 (aa) of the Credit Agreement resulting from the occurrence of a Material Adverse Deviation with respect to the disbursement line items for (A) Payroll Taxes and Benefits during the week ended February 15, 2008 and on a cumulative basis for all periods ended on or prior to February 15, 2008 and (B) Chemical payments during the week ended February 15, 2008 and on a cumulative basis for all periods ended on or prior to February 15, 2008.
Limited Waivers. (a) Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 3 below, the Required Lenders hereby (i) agree to the Requested Waiver and waive compliance by the Credit Parties with Section 5.1(c) of the Credit Agreement and 5.2(b) of the Credit Agreement for the fiscal quarters ending on June 30, 2013 and September 30, 2013 only. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or provision of the Credit Agreement or any other Credit Document, and (ii) any period other than the fiscal quarters ending on June 30, 2013 and September 30, 2013, and (b) shall automatically terminate and be of no further force or effect if (i) there exists any other Default or Event of Default or (ii) the Borrower fails to comply with any of the terms of Section 3 below.
Limited Waivers. Upon the Effective Date, and as limited herein, the Requisite Lenders hereby waive the following provisions of the Credit Agreement solely with respect to the matters expressly described below:
Limited Waivers. (a) The Borrower previously entered into and maintained in effect Hedging Agreements with the effect required by Section 5.14 of the Credit Agreement. The undersigned Lenders hereby waive the requirement that such Hedging Agreements be satisfactory to the Required Lenders prior to the Amendment Effective Date.
Limited Waivers. Solely to the extent relating to the consummation of the Target Acquisition, the Lenders hereby waive (a) the requirement under clause (ii) of the definition of “Permitted Acquisition” that no Default or Event of Default shall exist prior to or immediately after giving effect to the Target Acquisition (provided that the requirements specified in the provisos of Section 7.04(c) and Section 7.04(l) of the Loan Agreement, as amended by this Amendment, shall not be waived by this Section 2.7), (b) the requirements under clause (v) of the definition of “Permitted Acquisition” that the Borrower deliver historical financial statements of Target and a certificate of an Authorized Officer demonstrating the computation of the financial covenants set forth in Section 7.07 on a pro forma basis and (c) the requirements under Section 7.08 of the Loan Agreement in connection with any Indebtedness issued or incurred pursuant to Section 7.04(l) of the Loan Agreement, as amended by this Amendment.
Limited Waivers. Subject to the satisfaction of the terms and conditions of Section 5 hereof, and in reliance on the representation contained in Section 6 hereof, on the Effective Date, with respect to the creation , existence and future operation of the Excluded Subsidiary, the Lender waives compliance with any requirement (and any resulting Default or Event of Defaults that would result from such non-compliance) of the Existing Loan Agreement, including, without limitation: (i) Section 12(e) to the extent the formation of the Excluded Subsidiary would be prohibited unless such Excluded Subsidiary would become a Guarantor and execute and deliver to Lender a Subsidiary Security Agreement; (ii) Section 12(e)(iii) to the extent transfer of the Xcede Assets constitutes a disposition of assets by the Borrower or by Guarantor outside the ordinary course of business; (iii) Section 12(e)(v) to the extent that any future transactions of the Excluded Subsidiary, including, without limitation, any capital raising, debt raising or operational activities approved by the Borrower or any Guarantor may constitute a transaction outside the ordinary course of its respective business; (iv) Section 12(g)(i) to the extent the transfer of the Xcede Assets to the Excluded Subsidiary constitutes an acquisition of, or investment in, stock of any Person; (v) Section 12(c) to the extent that any future financing or equity raising activity of the Excluded Subsidiary approved by the Borrower or any Guarantor may constitute permission to create a lien, claim, security interest or other encumbrance on any of the Borrower or any Guarantor’s assets; and (vi) Sections 10(r) and 11(i) to the extent that the transfer of intellectual property to the Excluded Subsidiary as part of the Xcede Assets may constitute a breach of such warranty, representation or covenant. The grant by the Lender of the above waivers shall not be construed as, and does not constitute, a waiver of any other existing Default or Event of Default under the Existing Loan Agreement.
