Common use of Limited Waivers Clause in Contracts

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., Xxxx, Inc., Xxxxxx Controls, Inc., Xxxxxxxxx Steam Trap and Xxxxxx Engineering Company, Inc.,) and Petrochemical Products Group (including, but not limited to, Contromatics Industrial Products, Eagle Check Valve, KF Industries, Inc., Pibiviesse SpA, Suzhou Xxxxx 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, Xxxxxxx Valve, Inc., CIRCOR (WRC, Xxxxxxx 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 00 Xxxxxxxxxxx Xxxxxxxxx xx XXXXXX dated October 6, 1999, the Reorganization Agreement (the "Reorganization Agreement"), dated as of October 4, 1999, among the Parent, the Borrower, Xxxxxxx valve, Inc., CIRCOR, Circle Seal Controls, Inc., WRC, Xxxxxxx Investment Company and CIRCOR IP Holding Co., and the private letter ruling issued by the Internal Revenue Service on September 13, 1999 (the "PLR"), copies of each of which are attached hereto (all of such transactions referred to herein collectively as the "Spin-Off"). Pursuant to (i) 8.5.2 of the Credit Agreement, none of the Parent or any of its Subsidiaries is permitted to dispose of its assets (including capital stock) other than the sale of inventory and obsolete equipment in the ordinary course of business or by the sale in one or more arms-length transactions having a cumulative aggregate sales price not in excess of $100,000,000 in any fiscal year or $150,000,000 during the term of the Credit Agreement and (ii) 19.9 of the Credit Agreement, the Borrower is not permitted to assign or transfer any of its rights or obligations under any of the Loan Documents without the prior written consent of each of the Banks. Accordingly, the Spin-Off would result in the breach of certain representations, warranties and covenants set forth in the Credit Agreement, including without limitations, 8.5.2 and 19.9.

Limited Waivers. (a) The Parent and Borrower have informed Subject to the Agents and the Banks that (i) the Parent and its Subsidiaries intend to transfer all satisfaction of the assets terms 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., Xxxx, Inc., Xxxxxx Controls, Inc., Xxxxxxxxx Steam Trap and Xxxxxx Engineering Company, Inc.,) and Petrochemical Products Group (including, but not limited to, Contromatics Industrial Products, Eagle Check Valve, KF Industries, Inc., Pibiviesse SpA, Suzhou Xxxxx Valve Co., Ltd., SSI Equipment Inc. and Telford Valve and Specialties, Inc.) to CIRCOR International, Inc., a newly formed affiliate conditions 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 arrangementsSection 5 hereof, and in reliance on the assumption and transfer of all of representation contained in Section 6 hereof, on 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 AgreementEffective Date, dated as of October18, 1999, among the Borrower, WRC, Xxxxxxx Valve, Inc., CIRCOR (WRC, Xxxxxxx 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 thereincreation, (iii) the Borrower intends to transfer all of its assets other than the stock of WRC to WRC existence 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 operation of the Parent pursuant to a stock dividendExcluded Subsidiary, in the case Lender waives compliance with any requirement (and any resulting Default or Event of each Defaults that would result from such non-compliance) of clauses the Existing Loan Agreement including, without limitation: (i) - Section 4.01(q) to the extent that the Excluded Subsidiary will not become a Guarantor and will not execute and deliver to Lender a Guarantor Security Agreement; (ivii) as more fully described in Section 4.02(e) to the Distribution Agreement (extent transfer of the "Distribution Agreement"), dated as Xcede Assets constitutes a material disposition of October 1, 1999, between the Parent and CIRCOR, the Form 00 Xxxxxxxxxxx Xxxxxxxxx xx XXXXXX dated October 6, 1999, the Reorganization Agreement (the "Reorganization Agreement"), dated as of October 4, 1999, among the Parent, the Borrower, Xxxxxxx valve, Inc., CIRCOR, Circle Seal Controls, Inc., WRC, Xxxxxxx Investment Company and CIRCOR IP Holding Co., and the private letter ruling issued assets by the Internal Revenue Service on September 13, 1999 (the "PLR"), copies of each of which are attached hereto (all of such transactions referred to herein collectively as the "Spin-Off"). Pursuant to (i) 8.5.2 of the Credit Agreement, none of the Parent Borrower or by any of its Subsidiaries is permitted to dispose of its assets (including capital stock) other than the sale of inventory and obsolete equipment in Guarantor outside the ordinary course of business business; (iii) Section 4.02(b) 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 sale in one Borrower or more arms-length transactions having any Guarantor may constitute a cumulative aggregate sales price not in excess of $100,000,000 in any fiscal year or $150,000,000 during transaction proscribed by thereunder; (iv) Section 4.02(f) to the term extent the transfer of the Credit Agreement Xcede Assets to the Excluded Subsidiary in exchange for the issuance of shares of the Excluded Subsidiary constitutes an acquisition of, or investment in, stock of any Person; (v) Section 4.02(a) 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 the assets of any Excluded Subsidiary of the Borrower or any Guarantor; (vi) Section 4.02(i) to the extent the Excluded Subsidiary may issue shares to investors not owned or controlled by the Borrower or any Guarantor; (vii) Section 4.02(c) to the extent the Excluded Subsidiary assumes the lease of DBM for the premises at 1000 00xx Xxxxxx XX, Xxxxxxxxx, XX; (viii) Section 4.01(f) to the extent that Borrower or any Guarantor may not provide access to Lender to inspect the books and records and/or the property of the Excluded Subsidiary; and (iiix) 19.9 the remainder of Section 4.01 to the extent that Borrower or any Guarantor shall fail to cause the Excluded Subsidiary to perform or comply with any other requirement that could be imposed upon each Subsidiary under that Section .. The grant by the Lender of the Credit 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, the Borrower is not permitted to assign or transfer any of its rights or obligations under any of the Loan Documents without the prior written consent of each of the Banks. Accordingly, the Spin-Off would result in the breach of certain representations, warranties and covenants set forth in the Credit Agreement, including without limitations, 8.5.2 and 19.9.

Limited Waivers. (a) The Parent and Borrower have informed Subject to the Agents and the Banks that (i) the Parent and its Subsidiaries intend to transfer all satisfaction of the assets terms 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., Xxxx, Inc., Xxxxxx Controls, Inc., Xxxxxxxxx Steam Trap and Xxxxxx Engineering Company, Inc.,) and Petrochemical Products Group (including, but not limited to, Contromatics Industrial Products, Eagle Check Valve, KF Industries, Inc., Pibiviesse SpA, Suzhou Xxxxx Valve Co., Ltd., SSI Equipment Inc. and Telford Valve and Specialties, Inc.) to CIRCOR International, Inc., a newly formed affiliate conditions 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 arrangementsSection 5 hereof, and in reliance on the assumption and transfer of all of representation contained in Section 6 hereof, on 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 AgreementEffective Date, dated as of October18, 1999, among the Borrower, WRC, Xxxxxxx Valve, Inc., CIRCOR (WRC, Xxxxxxx 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 thereincreation , (iii) the Borrower intends to transfer all of its assets other than the stock of WRC to WRC existence 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 future operation of the Parent pursuant to a stock dividendExcluded Subsidiary, in the case Lender waives compliance with any requirement (and any resulting Default or Event of each Defaults that would result from such non-compliance) of clauses 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; (ivii) as more fully described in Section 12(e)(iii) to the Distribution Agreement (extent transfer of the "Distribution Agreement"), dated as Xcede Assets constitutes a disposition of October 1, 1999, between the Parent and CIRCOR, the Form 00 Xxxxxxxxxxx Xxxxxxxxx xx XXXXXX dated October 6, 1999, the Reorganization Agreement (the "Reorganization Agreement"), dated as of October 4, 1999, among the Parent, the Borrower, Xxxxxxx valve, Inc., CIRCOR, Circle Seal Controls, Inc., WRC, Xxxxxxx Investment Company and CIRCOR IP Holding Co., and the private letter ruling issued assets by the Internal Revenue Service on September 13, 1999 (the "PLR"), copies of each of which are attached hereto (all of such transactions referred to herein collectively as the "Spin-Off"). Pursuant to (i) 8.5.2 of the Credit Agreement, none of the Parent Borrower or any of its Subsidiaries is permitted to dispose of its assets (including capital stock) other than the sale of inventory and obsolete equipment in by Guarantor outside the ordinary course of business 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 sale in one Borrower or more arms-length transactions having any Guarantor may constitute a cumulative aggregate sales price not in excess transaction outside the ordinary course of $100,000,000 in any fiscal year or $150,000,000 during its respective business; (iv) Section 12(g)(i) to the term extent the transfer of the Credit Agreement and Xcede Assets to the Excluded Subsidiary constitutes an acquisition of, or investment in, stock of any Person; (iiv) 19.9 Section 12(c) to the extent that any future financing or equity raising activity of the Credit Agreement, Excluded Subsidiary approved by the Borrower is not permitted or any Guarantor may constitute permission to assign create a lien, claim, security interest or transfer any of its rights or obligations under other encumbrance on any of the Loan Documents without Borrower or any Guarantor’s assets; and (vi) Sections 10(r) and 11(i) to the prior written consent extent that the transfer of each intellectual property to the Excluded Subsidiary as part of the Banks. Accordingly, the Spin-Off would result in the Xcede Assets may constitute a breach of certain representationssuch warranty, warranties representation or covenant. The grant by the Lender of the above waivers shall not be construed as, and covenants set forth in does not constitute, a waiver of any other existing Default or Event of Default under the Credit Existing Loan Agreement, including without limitations, 8.5.2 and 19.9.

Limited Waivers. (a) The Parent and Borrower have informed the Agents Agent and the Banks Lenders hereby waive the provisions of (1) clause (v) of Section 6.1 of the Credit Agreement to the extent, and solely to the extent, to permit the Borrower and the New Subsidiaries to incur the Earnout Portion of the FUNimation Purchase Price and (2) clause (vi) of Sections 6.1 of the Credit Agreement to the extent, and solely to the extent, to permit the Borrower and the New Subsidiaries to consummate the FUNimation Acquisition pursuant to the FUNimation Acquisition Agreements; provided however that it is understood and agreed by the parties hereto that (i) notwithstanding the Parent foregoing limited waiver, no Credit Party shall consummate all or any portion of the FUNimation Acquisition unless (x) the Credit Parties comply with each of the conditions set forth in Section 6.1 relevant to Permitted Acquisitions (other than the provisions of clauses (v) and (vi) of Section 6.1 of the Credit Agreement to the extent waived above) and (y) an amendment to the Credit Agreement relating to the FUNimation Acquisition, in form and substance satisfactory to the Agent in its Subsidiaries intend reasonable discretion, is executed by each of the parties thereto (and payment of an amendment fee equal to transfer $25,000 in connection therewith); (ii) the FUNimation Companies and any other entities formed or acquired pursuant to or in connection with the FUNimation Acquisition (each a “FUNimation Entity”) shall become Credit Parties under the Credit Agreement (and each such FUNimation Entity shall fully guaranty the Obligations and the Agent shall be granted a fully perfected first priority Lien (subject to Permitted Encumbrances)on 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., Xxxx, Inc., Xxxxxx Controls, Inc., Xxxxxxxxx Steam Trap and Xxxxxx Engineering Company, Inc.,) and Petrochemical Products Group (including, but not limited to, Contromatics Industrial Products, Eagle Check Valve, KF Industries, Inc., Pibiviesse SpA, Suzhou Xxxxx 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 arrangementsof, and equity interests in, each FUNimation Entity to secure the assumption payment and transfer performance 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, Xxxxxxx Valve, Inc., CIRCOR (WRC, Xxxxxxx Valve, Inc. and CIRCOR referred to herein collectively as the "Assuming Parties"Obligations) and shall execute such agreements and documents and take such actions as may be reasonably requested by 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, Agent; (iii) no portion of the Borrower intends to transfer all FUNimation Purchase Price shall be funded from the proceeds of its assets other than the stock of WRC to WRC and any Loans; (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 00 Xxxxxxxxxxx Xxxxxxxxx xx XXXXXX dated October 6, 1999, the Reorganization Agreement (the "Reorganization Agreement"), dated as of October 4, 1999, among the Parent, the Borrower, Xxxxxxx valve, Inc., CIRCOR, Circle Seal Controls, Inc., WRC, Xxxxxxx Investment Company and CIRCOR IP Holding Co., and the private letter ruling issued by the Internal Revenue Service on September 13, 1999 (the "PLR"), copies of each of which are attached hereto (all of such transactions referred to herein collectively as the "Spin-Off"). Pursuant to (i) 8.5.2 of the no Credit Agreement, none of the Parent or Party shall make any of its Subsidiaries is permitted to dispose of its assets (including capital stock) other than the sale of inventory and obsolete equipment in the ordinary course of business or by the sale investment in one or more arms-length transactions having a cumulative aggregate sales price not in excess FUNimation Companies or any other entity acquired pursuant to the FUNimation Acquisition and (v) no FUNimation Entity may merge or consolidate with or into any other Credit Party. The Agent and the Lenders hereby acknowledge receipt on December 3, 2004 of $100,000,000 in any fiscal year or $150,000,000 during the term Borrower’s notice of the Credit Agreement and (ii) 19.9 proposed FUNimation Acquisition for purpose of commencing the Credit Agreement, the Borrower is not permitted to assign or transfer any of its rights or obligations under any of the Loan Documents without the 30 Business Days’ prior written consent notice period required pursuant to clause (i) of each of the Banks. Accordingly, the Spin-Off would result in the breach of certain representations, warranties and covenants set forth in the Credit Agreement, including without limitations, 8.5.2 and 19.9.Section 6.1