WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. On the date on which the offer made by CEMEX Australia Pty Ltd., a proprietary limited company organized under the laws of Victoria, Australia (“Cemex Australia”) (as evidenced by the announcement made by the Borrower on October 27, 2006) to acquire the issued and outstanding shares of the Xxxxxx Group Limited, a public limited company organized under the laws of the New South Wales, Australia, not previously owned by CEMEX Australia (as such offer may be amended, supplemented, revised, renewed, waived or otherwise modified from time to time) becomes, or is declared to be, unconditional in all respects (the “Waiver Effective Date”), the Required Lenders agree to waive compliance by the Borrower of the Credit Agreement to the extent set forth in this Article III. Except as expressly so waived, the Credit Agreement shall continue in full force and effect in accordance with its terms.
WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. The Default under Section 6.01(c) of the Credit Agreement that has occurred and is continuing as a result of the failure of the Parent Guarantor to maintain an Interest Coverage Ratio for the Measurement Period ended November 30, 2000 of 1.55:1 in accordance with Section 5.04(c) of the Credit Agreement is, on and as of the Amendment No. 6 Effective Date, hereby waived by the Lender Parties.
WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. (a) Upon the occurrence of the Amendment No. 9 Effective Date, the Lender Parties hereby agree to waive the requirements of Section 5.02(e)(ix)(D) of the Credit Agreement, solely with respect to the Merger, it being understood that notwithstanding the foregoing waiver, the total cash and noncash consideration paid by or on behalf of the Borrower and its Subsidiaries in connection with the Merger shall not be included in determining compliance with Section 5.02(e)(ix)(D) of the Credit Agreement for any purchase or acquisition proposed to be made by the Borrower or any of its Subsidiaries after the Amendment No. 9 Effective Date.
WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. Any and all Defaults and Events of Default under Section 6.01(c) of the Credit Agreement that have occurred and are continuing as a result of the failure of the Borrower to maintain a Leverage Ratio of not more than 5.75:1 at all times during the period commencing on December 31, 1999 and ending on the date of this Amendment and Waiver are hereby waived by the Lender Parties.
WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. Upon the occurrence of the Amendment No. 6 Effective Date, the Lender Parties hereby agree to waive the requirements of Section 5.02(f) of the Credit Agreement, solely with respect to the Bayer Transaction.
WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. Any and all Defaults and Events of Default under Sections 6.01(c) and 6.01(d) of the Credit Agreement that have occurred and are continuing as a result of (a) the failure of the Parent Guarantor and the Borrower to deliver projected Consolidated financial statements of the Parent Guarantor and its Subsidiaries on a monthly basis for the Fiscal Year ending February 26, 2000, (b) the failure of the Parent Guarantor to maintain a Total Leverage Ratio for the Measurement Period ended February 28, 1999 of 6.75:1 in accordance with Section 5.04(a) of the Credit Agreement and (c) the failure of the Borrower to reduce the sum of the aggregate principal amount of all Working Capital Advances, Letter of Credit Advances and Swing Line Advances outstanding during the Clean-Up Period occurring between January 1, 1999 and May 30, 1999 to not more than $15,000,000 in accordance with Section 2.01(g) of the Credit Agreement are, on and as of the Amendment Effective Date, hereby waived by the Lender Parties.
WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. Each Term Lender hereby waives, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 5 of this Amendment, and solely in connection with the prepayment and reborrowing of Term Loans contemplated by Section 4 of this Amendment, the requirements of Sections 2.3(a), 2.3(b), 2.3(c), 2.6(e), 2.13 and 5.3(c) of the Credit Agreement, the notice requirements for prepayments set forth in Section 2.7(a) of the Credit Agreement and any rights such Lender may have under Section 2.7(g) of the Credit Agreement.
WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. The Required Lenders hereby waive, subject to the satisfaction of the conditions set forth in Section 3 hereof, the requirements of Section 5.02(e)(iv)(C) of the Credit Agreement in order to permit the sale of the Borrower's Safety Prescription Eyewear Business Unit known as "Iron Age Vision", a safety optical distributing business, pursuant to a purchase agreement in form and substance satisfactory to the Agent (such sale being the "Division Sale"); provided, however, that the Agent shall have received a certificate of the Borrower, signed on behalf of the Borrower by its Chief Financial Officer, certifying as to the compliance of the Borrower with each of the following conditions: (i) the Division Sale shall be consummated on or prior to December 31, 2001; (ii) the purchase price paid to the Borrower for the Division Sale shall be no less than the fair market value of the asset sold in the Division Sale at the time of the Division Sale; (iii) 100% of the purchase price for the Division Sale shall be paid to the Borrower in cash; (iv) the Borrower shall, on the date of receipt of the Net Cash Proceeds from the Division Sale, prepay an aggregate principal amount of the Acquisition Advances comprising part of the same Borrowings equal to the amount of such Net Cash Proceeds less the Capitalized Leases Amount (as hereinafter defined) and (v) during the period from and including the Amendment No. 7 Effective Date through and including the date of consummation of the Division Sale, neither the Borrower nor the Parent Guarantor shall, at any time sell, lease, transfer or otherwise dispose of, or permit any of their Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets other than Inventory to be sold in the ordinary course of its business, except the sales and transactions described in clauses (i), (ii) and (iii) of Section 5.02(e). Anything to the contrary in Section 2.06(b)(ii) of the Credit Agreement notwithstanding, the Borrower may use up to $110,000 of the Net Cash Proceeds from the Division Sale to repay outstanding Capitalized Leases (the amount of such repayment being the "Capitalized Leases Amount").
WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. Compliance by the Borrower with Section 5.02(h) of the Credit Agreement is waived in order, and only in order, to enable the Borrower to redeem or convert its Convertible Subordinated Debentures as provided in the Convertible Subordinated Debentures Indenture.
WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. Any ---------------------------------------------------- and all Defaults and Events of Default under Section 6.01(f) of the Credit Agreement that have occurred and are continuing as a result of the appointment of a conservator of MPN by the Department of Corporations of the State of California and the filing by such conservator of a petition for relief under the United States Bankruptcy Code on behalf of MPN are, on and as of the Amendment Effective Date, hereby waived by the Lender Parties.
