Limited Waivers Clause Samples

Limited Waivers. The undersigned, constituting the Required Holder under the SPA, hereby waives: (a) each of the covenants or other provisions or agreements identified on Exhibit 1 attached to this Amendment and Waiver, solely to the extent described on Exhibit 1. Each such respective waiver shall remain effective only if the Issuer complies with the applicable respective restated obligation (if any) specified therefor on Exhibit 1; and (b) any Default or Event of Default in connection with Sections 6.01(h), (i), (k), (m), (s), (aa), (ee), (ii), (jj), (kk), (mm), and (oo), 7.01(b), 7.03 and 9.01(n) of the SPA arising from, or in connection with, the incurrence or existence of any VAT Liability of FFN, the Issuer or any Subsidiary of FFN or the Issuer through the Second Amendment Effective Date (with no cure being required) that relates to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008. (c) The parties hereto agree and acknowledge that (i) for purposes of Section 9 of the Seller Note Subordination Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Interactive Agent for purposes of Section 9 of the Seller Note Subordination Agreement with respect to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes, (ii) for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Lien Collateral Agent for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement with respect to the modifications set forth in the waiver from the holders of the Second Lien Notes dated as of the Second Amendment Effective Date (the “Second Lien Waiver”), (iii) the Required Holders of this Amendment and Waiver and the holders of the Second Lien Notes pursuant to the Second Lien Waiver in their capacity as Second Lien Claimholders consent to the modification of the Subordinated Notes for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement (for the avoidance of doubt, the Required Holders make no representation or warranty as to whether such consent is sufficient for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement), and (iv) payment of the amendment and waiver fees pursuant to the Other Waivers, payment in kind of any intere...

Limited Waivers. (a) The Buyer Parties acknowledge and agree that, from the period beginning on the Effective Date (as defined below) and ending at 11:59 p.m. (EDT) on July 31, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Transaction Documents and subject to Sections 3 and 4 hereof, (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, solely as a result of or arising solely from the Restatement (a “Default Event”) including, without limitation, any Default Event triggered pursuant to Section 15(b) of the Ditech Repurchase Agreement or Section 15(b) of the RMS Repurchase 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 solely 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 Program Agreement 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 relating to the Specified Periodic Financial Statements, 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 each case of the foregoing clauses (i) and (ii), any such Default Event is expressly waived by the Buyer Parties solely for the period on the Effective Date through the Expiration Date. (b) Notwithstanding anything in the Trans...

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. (b) The waiver set forth in this Section 2 shall (i) become effective after satisfaction of the conditions set forth in Section 3, (ii) shall be effective only in this specific instance and for the specific purposes set forth herein, and (iii) does not allow for any other or further departure from the terms and conditions of the Credit Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect.

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 agree to the Requested Waivers and waive compliance by the Credit Parties with (i) Section 5.1(a) of the Credit Agreement, Section 5.1(b) of the Credit Agreement, Section 5.2(a) of the Credit Agreement and Section 5.2(b) of the Credit Agreement for the fiscal year ending on December 31, 2014 only and (ii) Section 5.1(c) of the Credit Agreement and 5.2(b) of the Credit Agreement for the fiscal quarters ending on June 30, 2014 and September 30, 2014 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 (A) the fiscal year ending on December 31, 2014 and (B) the fiscal quarters ending on June 30, 2014 and September 30, 2014 respectively, 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. (b) 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 agree that any restatement by the Company of its financial statements for any Restatement Period shall not constitute a Default or an Event of Default under Article VII or any other provision of the Credit Agreement provided that within ten Business Days after the public release or filing of such restated financial statements Borrower (x) delivers to the Administrative Agent a corrected compliance certificate for each such period, (y) re-determines the Applicable Percentage for the Revolving Loans and Term Loans for such periods based upon the corrected compliance certificate, and (z) immediately pays to the Administrative Agent for the ratable benefit of the Lenders in immediately available Dollars, the aggregate amount of any additional interest and other fees that would have accrued if each of the financial statements delivered that included any portion of such Restatement Period had been correct when initially delivered. 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 a Restatement Period, and (b) shall auto...

Limited Waivers. (a) Any Potential Termination Event or Termination Event that may have arisen (or that may at any time hereafter prior to December 15, 2006 arise) under Section 5.1(c) of the Receivables Sale Agreement by virtue of Invacare's failure to observe at all times the financial covenant set forth in Section 11.3 of each of the note purchase agreements executed in connection with the Senior Unsecured Notes (as defined in the Five-Year Credit Agreement) and incorporated by reference into Section 5.2(k) of the Five-Year Credit Agreement (collectively, the "Cross-Defaults") is hereby waived for the period commencing on the date hereof through the earliest to occur of (i) December 15, 2006, (B) any Potential Termination Event or Termination Event other than the Cross Defaults, (C) the breach or nonperformance by any of the Companies of any covenant, agreement or condition set forth in this Waiver, and (D) the date on which any representation or warranty in Section 3 hereof fails to be true and correct. (b) Any Amortization Event or Potential Amortization Event that may have arisen (or that may at any time hereafter prior to December 15, 2006 arise) under Section 9.1(c) of the Receivables Purchase Agreement by virtue of the Cross-Defaults is hereby waived for the period commencing on the date hereof through the earliest to occur of (i) December 15, 2006, (B) any Potential Amortization Event or Amortization Event other than the Cross Defaults, (C) the breach or nonperformance by any of the Companies of any covenant, agreement or condition set forth in this Waiver, and (D) the date on which any representation or warranty in Section 3 hereof fails to be true and correct.

Limited Waivers. At the request of the Borrowers, the Administrative Agent and the Lenders, hereby agree to waive any non-compliance (if any) by the Borrowers’ with Section 6.1(a) of the Credit Agreement for the four fiscal quarter period ended March 31, 2018 to the extent such non-compliance (if any) would not have occurred but for the 2017 Shut-In Events (and any breach of any representation or warranty under the Credit Agreement or any other Loan Document as a result of the existence of such failure (if any) to comply is hereby similarly waived), provided that, the Ratio of Total Debt to EBITDAX for the four fiscal quarter period ended March 31, 2018 (as reflected in the Borrowers’ Compliance Certificate for the four fiscal quarter period ended March 31, 2018) does not exceed 3.75 to 1.00 (in which case, the Borrowers’ non-compliance (if any) shall not be waived). The waivers in this Section 2 are effective only in respect of the matters and for the time periods expressly set forth in this Section 2 and not for any other period and, except as expressly set forth in this Amendment, no other waivers are intended or made by this Amendment. No failure or delay on the part of the Administrative Agent, any Lender, the Issuing Bank or the holder of any Note in exercising any power or right under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No waiver or approval by the Administrative Agent, any Lender, the Issuing Bank or the holder of any Note under this Amendment, the Credit Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to any subsequent transaction or any Default or Event of Default under any Loan Document.

Limited Waivers. (a) The Parent and Borrower have informed the Agents and the Banks that (i) the Parent and its Subsidiaries intend to transfer all of the assets and liabilities associated with the Parent's Instrumentation and Fluid Regulation Products Group (including, but not limited to, Aerodyne Controls, Atkomatic Valve, Circle Seal Controls, Inc., Go Regulator, Inc., ▇▇▇▇, Inc., ▇▇▇▇▇▇ Controls, Inc., ▇▇▇▇▇▇▇▇▇ Steam Trap and ▇▇▇▇▇▇ Engineering Company, Inc.,) and Petrochemical Products Group (including, but not limited to, Contromatics Industrial Products, Eagle Check Valve, KF Industries, Inc., Pibiviesse SpA, Suzhou ▇▇▇▇▇ Valve Co., Ltd., SSI Equipment Inc. and Telford Valve and Specialties, Inc.) to CIRCOR International, Inc., a newly formed affiliate of the Parent ("CIRCOR") and its Subsidiaries which transfer shall in no event include the direct and indirect Subsidiaries of the Parent set forth on Schedule 6.19 attached hereto, (ii) the Parent and the Borrower and their respective Subsidiaries intend to effect a settlement of intercompany accounts, indemnification obligations and certain other arrangements among the Parent, CIRCOR and their respective Subsidiaries, including without limitation, certain supply arrangements, certain licensing arrangements, and the assumption and transfer of all of the outstanding Indebtedness of the Borrower under the Credit Agreement as of the effective date of this Amendment to certain Subsidiaries of the Parent and CIRCOR pursuant to an Assumption Agreement, dated as of October18, 1999, among the Borrower, WRC, ▇▇▇▇▇▇▇ Valve, Inc., CIRCOR (WRC, ▇▇▇▇▇▇▇ Valve, Inc. and CIRCOR referred to herein collectively as the "Assuming Parties") and the Administrative Agent (the "Assumption Agreement") which, upon giving effect thereto, would, inter alia, result in each Assuming Party becoming a "Borrower" under the Credit Agreement with respect to the assumed Indebtedness described therein, (iii) the Borrower intends to transfer all of its assets other than the stock of WRC to WRC and (iv) the Parent and its Subsidiaries intend to effect a series of internal contributions and spin-offs ultimately resulting in the spin-off of CIRCOR to the stockholders of the Parent pursuant to a stock dividend, in the case of each of clauses (i) - (iv) as more fully described in the Distribution Agreement (the "Distribution Agreement"), dated as of October 1, 1999, between the Parent and CIRCOR, the Form ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ dated October 6, ...

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. (a) Each of the Administrative Agent and the Lenders hereby (i) waives the Specified Borrowing Base Event of Default resulting from noncompliance with Sections 3.2 of the Credit Agreement as in effect prior to giving effect to this Amendment Agreement, and (ii) waives the Specified Financial Covenant Events of Default resulting from noncompliance with Sections 11.1, 11.2, 11.3, 11.4 and 11.5 of the Credit Agreement as in effect prior to giving effect to this Amendment Agreement. (b) Except to the extent expressly provided herein, this Amendment Agreement shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent, the Issuing Bank or any of the Lenders under the Credit Agreement or any other Loan Document, or waive, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Obligor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Documents in any circumstance. (c) The Administrative Agent and the Lenders have not waived, have no intention of waiving and expressly reserve all of their rights to exercise and to enforce, at any time and from time to time, any and all of their respective rights and remedies under and in respect of the subordination provisions contained in the Subordinated Debentures and the indenture pursuant to which such Subordinated Debentures were issued.