Permanent Waiver. The Lenders hereby agree, subject to the terms of this Agreement, to permanently waive the Existing Default. The waiver by the Lenders described herein is contingent upon the satisfaction of the conditions precedent set forth in Section 7 herein and is limited to the Existing Default. This waiver is limited to the extent described herein and shall not be construed to be a consent to or a permanent waiver of any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or in any of the other Credit Documents or a waiver of any Default or Event of Default that may hereafter occur. The Lenders reserve the right to exercise any rights and remedies available to them in connection with any other present or future defaults with respect to the Credit Agreement or any other provision of any Credit Document.
Permanent Waiver. Effective as of the date hereof, but subject to satisfaction of the conditions precedent set forth in Section 5 hereof, Lenders hereby grant the Subject Waiver on a permanent basis and agree on a permanent basis that the Subject Matters do not constitute a Material Adverse Effect, a Default or an Event of Default and that the Subject Matters (and the facts and circumstances underlying or relating to the Subject Matters) are excluded from the representations and warranties that are required to be true and correct on and as of the date of the making of any Loan or the issuance of any Letter of Credit or for any other purpose under the Loan Documents; provided that the waiver of compliance by Borrower with Section 10.2 and Section 10.3 of the Credit Agreement for the fiscal quarter ended December 31, 2004 has expired and is of no further force or effect.
Permanent Waiver. Upon receipt by the Holders of, in the aggregate, $1,200,000 on or before May 25, 2007 for the repayment in full of the Debentures, which prepayment shall be expressly permitted by the Holders without penalty (except as set forth herein) or transfer in full of all of the Debentures through a third party (“Full Payment”), each Holder agrees to waive, permanently and forever, its right of first refusal contained in Section 4.13 and any other restrictions on the Company’s right to undertaken other financings under the Purchase Agreement.
Permanent Waiver. The Lenders and Agent agree that all of the Prospective Defaults (as such term is defined in the Forbearance Agreement) existing immediately prior to the Closing Date under the Original Credit Agreement are permanently waived effective as of the Closing Date. Agent and the Lenders agree that, upon satisfaction of the conditions precedent to the effectiveness of this Agreement, $1,623,821.62 of the funds on deposit in the Blocked Account as of the Closing Date will be released and transferred to the Designated Account.
Permanent Waiver. The Lenders hereby waive any Default or Event of Default arising under the Credit Agreement solely as a result of the Borrower’s delivery of its 2009 Fiscal Year financials with a “going concern” opinion or similar qualification.
Permanent Waiver. 6.1.1 This waiver contained in this Clause 6 shall supersede the Limited Waiver dated 23 October 1998, by which the Lenders waived compliance with certain provisions of the Facilities Agreement during the period beginning 23 October 1998 and ending on 8 December 1998 (the "OCTOBER LIMITED WAIVER") in its entirety and the October Limited Waiver shall have no further force or effect from and after the Second Amendment Effective Date.
6.1.2 Subject to the other terms and conditions set forth herein and in reliance on the representations and warranties of the Borrower herein contained, Lenders hereby waive, with effect solely from the Second Amendment Effective Date and in perpetuity thereafter, any Event of Default under Clause 14.1.2 of the Facilities Agreement to the extent, and only the extent, resulting from ChiRex Inc.'s failure to maintain (a) a Total Debt/EBITDA Ratio for the respective periods from 1 July 1998 to 30 September 1998 and 1 August 1998 to 31 October 1998 not exceeding 4.75:1 in each case; and (b) an Interest Coverage Ratio as of the end of the Accounting Quarter ending 30 September 1998 not less than 3.0:1.
6.1.3 The Borrower hereby agrees (i) to deliver the consolidated monthly management accounts for each successive fiscal month ending during the period from the Second Amendment Effective Date until 31 December 1999 (the "MONITORING PERIOD") and referred to in Clause 13.3.4 (c) (including the information required by the proviso to Clause 13.3.4 as it relates to paragraph (c) of such clause) of the Facilities Agreement, together with the certificate
Permanent Waiver. 1.1 Subject to Clause 1.2 below and the other terms and conditions set forth herein and in reliance on the representations and warranties of the Obligors herein contained, the Banks hereby waive any Event of Default under clause 21 of the Facility Agreement resulting solely from the Group's failure to maintain the following financial covenants: -------------------------------------------------------------------------------- 1
1.1.1 the ratio of Consolidated Adjusted EBITDA to Consolidated Net Interest payable for the Accounting Period ending on 27 June 1999 of 1.25:1;
1.1.2 the amount of Consolidated Adjusted EBITDA calculated on a Rolling 4 Quarterly basis for the Accounting Period ending on 27 June 1999 in the sum of $26,000,000;
1.1.3 the breach of the sub-limit of US$2,750,000 contained in Clause 19.5(c)(iii) of the Facility Agreement by US$ 196000.
1.2 Without limiting the generality of the provisions of Clause 32 and 35 of the Facility Agreement the Waiver set forth above in Clause 1.1 shall be limited precisely as written and nothing in this clause 1.2 shall be deemed to:
1.2.1 constitute a Waiver of any other term, provision or condition of the Facility Agreement or any other Finance Documents or Agreement referred to therein or otherwise; or
1.2.2 prejudice any rights or remedy that the Agents or Banks may now have or may have in the future under or in connection with the Facility Agreement or any other Finance Documents referred to therein (other than the rights and remedies which they otherwise would have had as a consequence of the breaches set out in Clause 1.1 above); Except as expressly set forth therein, the terms, provisions and conditions of the Facility Agreement and the other Finance Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed.
Permanent Waiver. As of the Fourth Amendment Effective Date, the Agent and Lenders hereby grant a permanent waiver (the "Waiver") of the Existing Default and any right they may have to enforce any of their rights and remedies against Borrowers or Guarantors solely with respect to the Existing Default. Except as expressly described in this Amendment, this Waiver shall not constitute a modification or an alteration of the terms, conditions or covenants of the Loan Documents. This Waiver shall not relieve or release the Borrowers or any guarantor in any way from any of its respective duties, obligations, covenants or agreements under the Loan Documents or from the consequences of any Event of Default thereunder, except as expressly described above. This Waiver shall not obligate the Agent or Lenders, or be construed to require the Agent or Lenders, to waive any other Event of Default or defaults, whether now existing or which may occur after the date of this waiver.
Permanent Waiver. Subject to the other terms and conditions set forth herein and in reliance on the representations and warranties of the Borrower herein contained, Lenders hereby waive, with effect solely from the Third Amendment Effective Date and in perpetuity thereafter, any Event of Default under Clause 14.1.2 of the Facilities Agreement to the extent, and only the extent, resulting from (a) ChiRex Inc.'s failure to procure that the Capital Expenditures of the ChiRex Group for the Accounting Reference Period ending on 31st December 1998 did not exceed the agreed limit and (b) the breach of Clause 13.2.11 of the Facilities Agreement caused by ChiRex Xxxxxx Limited entering into a finance lease with United Dominion Leasings Limited on 22 January 1999 in relation to which the maximum aggregate liability on termination of such lease exceeded the limit of GBP 1,000,000 (or its equivalent) provided for in the definition of Permitted Indebtedness in the Facilities Agreement.
Permanent Waiver. Each Lender and each Agent hereby waive (i) the non-compliance with the provisions contained in the definition of Revolving Credit Loans Permitted Overadvance (Month End) which requires that the aggregate outstanding amount of Revolving Credit Loans made to BAI as of May 31, 1998 which were used to finance Varox xxxll be less than the Eligible Accounts of Varox xxxluded in the computation of the Collateral Borrowing Base as set forth on the Reconciliation Report for the month ended May 31, 1998 in an amount equal to or greater than $3,000,000 and (ii) the Event of Default arising as a result of the failure by the Borrowers to make mandatary prepayments pursuant to Section 2.08(ii) of the Credit Agreement following the occurrence of the foregoing event.
