Waiver of Section 10. 02. The application of Section 10.02 is hereby waived in connection with the Merger only to the extent such section would otherwise prohibit the Merger and only for so long as the Company remains organized as a limited liability company thereafter. The Company and the Guarantor acknowledge and agree that the LLC shall succeed to and be substituted for the Company under the Indenture and the Securities and shall be subject to all of the terms, conditions and limitations in the Indenture and the Securities.
Waiver of Section 10. 6 (Limitations on Sale of Assets). The Lenders hereby waive application of Section 10.6 of the Credit Agreement solely to the extent necessary to permit the Borrower to consummate the proposed sale of all of the common stock of One Zero Media, Inc., a Wholly-Owned Subsidiary of the Borrower, provided that the foregoing waiver is conditioned upon (a) within one Business Day after the receipt of the Net Cash Proceeds of such sale, the Borrower shall apply an amount equal to such Net Cash Proceeds to prepay the Loans and (b) no Default or Event of Default shall then have occurred and be continuing or would result from consummation of such sale. The Lenders hereby waive the requirement set forth in Section 2.5(b)(ii) that the Aggregate Commitment shall be permanently reduced by an amount equal to the Net Cash Proceeds received by the Borrower in connection with the sale of One Zero Media, Inc., provided that the $2,000,000 basket contained in clause (ii) of Section 2.5(b) shall be deemed fully utilized as a result of the receipt of such Net Cash Proceeds.
Waiver of Section 10. 4. The Agent and the Lenders hereby waive the restrictions in Section 10.4 of the Credit Agreement solely with respect to the payment of a transaction fee in an amount not to exceed $1,000,000 in the aggregate payable by Real Mex to BRS and/or BRS Affiliates and Xxxxxx Xxxx and/or Xxxxxx Xxxx Affiliates on or about the Second Amendment Closing Date in connection with the Chevys Acquisition and Unsecured Term Loan.
Waiver of Section 10. 5.3. The Agent and the Lenders hereby waive the restrictions in Section 10.5.3 of the Credit Agreement solely to the limited extent that such section would be violated by the making of the Chevys Acquisition.
Waiver of Section 10. The Banks hereby waive the occurrence and continuance of an Event of Default under paragraph (e) of Section 10 of the Credit Agreement by reason of any failure by the Company to pay interest due on December 15, 1995 under the Indenture, dated as of December 15, 1993, made by the Company in favor of U.S. Trust Company of Texas, N.A., as trustee (as in effect on the date hereof, the "Indenture"); or any failure by the Company to pay interest due on December 31, 1995 or March 31, 1996 under the Promissory Note, dated September 28, 1995, made by the Company in favor of Chemical Bank; including any such Event of Default which occurs and continues because any such failure to pay interest under the Indenture or such Promissory Note constitutes a default under any other Indebtedness or Contingent Obligation.
Waiver of Section 10. Pursuant to Section 11.9 of the Agreement, the Investor hereby waives its Section 10 right to the right to purchase up to ten percent (10%) of such Common Shares and/or Pre-Funded Warrants in the RDO and such Purchase Warrants in the concurrent private placement within ten (10) days after the Offer Notice.
Waiver of Section 10. 01. The application of Section 10.01 is hereby waived in connection with the Merger only to the extent such section would otherwise prohibit the Merger and only for so long as the Company remains organized as a limited liability company thereafter. The Company and the Guarantor acknowledge and agree that (i) upon consummation of the Merger, the LLC shall expressly assume by supplemental indenture the due and punctual payment on all the Securities pursuant to Section 10.01(a ) of the Indenture, (ii) the Merger shall not be consummated if an Event of Default or event which, after notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing and (iii) the Guarantor will ratify and confirm the Guarantees of the Indenture and the Securities upon consummation of the Merger.
