Waiver of Certain Defaults. Effective upon the satisfaction of the conditions precedent set forth in Section 4 below, McKesson agrees to waive the following defaults and only the following defaults:
i. The default that occurred for failure to deliver Account Control Agreements with regard to the Uncontrolled Accounts, provided that each entity which is the owner of one of the Uncontrolled Accounts shall deliver by the 10th calendar day of each calendar month a copy of the bank statement for the prior calendar month ending for each of the Uncontrolled Accounts indicated the activity in such accounts and the ending balances of such accounts.
ii. Each of the Payment Defaults defined above that occurred prior to February 9, 2005.
iii. Each non-Payment Default that occurred prior to February 9, 2005.
Waiver of Certain Defaults. The Banks and the Administrative Agent hereby agree that the waivers contained in Section 3.1 of this Amendment shall have effect for purposes of Section 8.2(b), Section 10(c) and Section 10(d) of the Credit Agreement, and hereby waive application of the provisions of Section 10(i) of the Credit Agreement solely insofar as the steps taken in connection with the Packaging Transaction might otherwise be deemed to result in a default under Section 10(i).
Waiver of Certain Defaults. As specified pursuant to Section 301(15), for Securities of any series, the Company may omit in any particular instance to comply with any covenant or condition set forth in any covenants of the Company added to Article Ten pursuant to Section 301(14) or Section 301(15) in connection with the Securities of a series, if before or after the time for such compliance the Holders of at least a majority in aggregate principal amount of all Outstanding Securities of such series, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect. The Company will promptly notify the Trustee in writing of any such waiver or the revocation of any such waiver.” “Section 1007. Section 18(a)(1)(A) of the Investment Company Act.
Waiver of Certain Defaults. 4.1 The Company has advised the Agent and the Banks that for the period from and including December 31, 1996 through the date of this Amendment the Company failed to comply with the covenants set forth in Sections 5.2(b) and (c) of the Credit Agreement, and the Company has asked the Banks to waive the Events of Default caused by such failure. Based upon such request, the Banks hereby waive each such Event of Default, including, without limitation, any such Event of Default pursuant to Section 6.1(e) of the Credit Agreement caused by the occurrence of an event of default under the Company's credit facilities with The Fifth Third Bank due to the Company's failure to so comply with Sections 5.2(b) and (c) of the Credit Agreement (the "Fifth Third Cross Default"); provided that (a) such waiver shall be limited to those Events of Default, including, without limitation, the Fifth Third Cross Default, caused by such covenant compliance failures occurring during the period from and including December 31, 1996 through the date of this Amendment that are known to the Banks as of the date of this Amendment, and (b) such waiver shall not be deemed to (i) be a waiver of or consent or agreement to any other action or omission in violation of the Credit Agreement or any other instrument, agreement or document referred to therein or executed in connection therewith, (ii) be a waiver or modification of any provision of the Credit Agreement or of any instrument, agreement or document referred to therein or executed in connection therewith, or (iii) prejudice any other right or rights which the Banks may now have or have in the future under or in connection with the Credit Agreement or any instrument, agreement or document referred to therein or executed in connection therewith.
Waiver of Certain Defaults. 5.1 On November 28, 2017, (a) the Borrower formed Red Rider Holdco, Inc. (n/k/a HighPoint Resources Corporation), a Delaware corporation (“New BBC”) and (b) New BBC formed Rider Merger Sub, Inc. and Rio Merger Sub, LLC (the actions in this Section 5.1, the “Subsidiary Formations”).
5.2 On February 23, 2018, New BBC changed its name from Red Rider Holdco, Inc. to HighPoint Resources Corporation (such name change, the “New BBC Name Change”).
(a) Pursuant to Section 8.14(b), within 60 days of the formation of any Domestic Subsidiary, the Borrower is required to cause such Domestic Subsidiary to (i) execute and deliver a supplement to the Guaranty Agreement, (ii) cause the Equity Interests of such Domestic Subsidiary to be pledged (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) Pursuant to Section 9.15, the Borrower is not permitted to form any Subsidiary unless the Borrower provides written notice to the Administrative Agent and complies with Section 8.14(b).
(c) Pursuant to (i) Section 8.01(l), at least ten (10) Business Days prior to, and (ii) pursuant to Section 5.03 of the Guaranty Agreement, at least thirty (30) days prior to, any change of name of the Borrower or any Guarantor, the Borrower or such Guarantor is required to provide the Administrative Agent with written notice of such change of name.
(d) Pursuant to Section 8.02(a), the Borrower is required to deliver prompt notice of any Default to the Administrative Agent (the requirements set forth in this Section 5.3, the “Credit Agreement Requirements”).
5.4 The Consenting Parties hereby waive the following Defaults (the “Waived Defaults”): (a) the Default under Section 10.01(c) resulting from the representation contained in Section 7.15 being incorrect following November 28, 2017, and on or prior to the date hereof, as a result of the Subsidiary Formations, (b) the Defaults under Sections 10.01(d) and 10.01(e) resulting from (i) the Borrower failing to comply with the Credit Agreement Requirements in respect of the Subsidiary Formations and the New BBC Name Change and (ii) the failure to provide notice of the Defaults specifi...
Waiver of Certain Defaults. The Existing Loan Agreement requires that Borrower not permit the ratio of Unsubordinated Indebtedness to EBITDA to exceed 3.0 to 1 during any rolling four (4)
Waiver of Certain Defaults. The Loan Agreement requires that Borrower not permit the ratio of Unsubordinated Debt to EBITDA to exceed 3.25 to 1 for the last four (4) calendar quarters. During the four quarters ended March 31, 2005, Borrower allowed said ratio to exceed 3.25 to 1, owing to the Cam Transport Judgment Reserve. The Loan Agreement also requires that Borrower not permit its debt service ratio to be less than 1.25:1 on a rolling four (4)
Waiver of Certain Defaults. [include waiver of any cross-default to the Credit Agreement, if necessary].]
Waiver of Certain Defaults. Subject to Issuer’s compliance with the terms and conditions of this Agreement, the Purchaser hereby agrees not to pursue until June 30, 2011 and hereby waives until June 30, 2011 any of its remedies under each of the Purchase Agreement, Tranche A Debenture, Tranche B Debenture, Tranche C Debenture and Tranche D Debenture as a result of any Event of Default occurring before such date which would occur due to the Company’s failure to deliver (i) the executed consent to the NorthMet Lease Mortgage as described in Section 4.7(l) of the Purchase Agreement, and (ii) the documents and agreements described in subclauses (e), (j), (k), (l) and (m) (solely as such subclauses relate to the NorthMet Lease Mortgage) of Section 4.7 of the Purchase Agreement. The waiver pursuant to this section 6 shall be effective as of the date prior to such Event of Default.
Waiver of Certain Defaults. On the First Amendment Effective -------------------------- Date, the Bank hereby waives any Event of Default pursuant to Section 7.1(b) or Section 7.1j(iii) arising out of the Gerdau Transaction.
