Second Waiver definition
Examples of Second Waiver in a sentence
The Company agrees to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this Second Waiver, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
No authorization, consent or approval of, or other action by, and no notice of or filing with, any governmental authority or regulatory body is required to be obtained or made by the Borrower for the due execution, delivery and performance of this Second Waiver Agreement.
In consideration of the undertakings of the Bank pursuant to this Second Waiver Agreement and the other Loan Documents, the Borrower, each U.S. Guarantor and each European Subsidiary hereby reaffirm the Borrower Surety Agreements, the Selas SAS Surety Agreements, the other Loan Documents and all of their respective obligations thereunder.
Neither this Second Waiver Agreement nor any other document executed in connection herewith contains any untrue statement of a material fact or omits any material fact necessary in order to make the statement made, in light of the circumstances under which it was made, accurate.
The Borrower, the U.S. Guarantors, and the European Subsidiaries agree to execute and deliver to the Bank such additional documentation deemed necessary or appropriate by the Bank, in its sole and absolute discretion, to achieve the purpose of this section of this Second Waiver Agreement.
The execution and delivery of this Second Waiver by any Lender shall be binding upon each of its successors and assigns (including transferees of its Commitment and Loans in whole or in part prior to the effectiveness hereof) and binding in respect of all of its Commitment and Loans.
This Second Waiver Agreement shall be deemed to have been executed and delivered when the Bank has received facsimile counterparts hereof executed by all parties listed on the signature pages hereto.
No implied representations or warranties are created or arise as a result of this Second Waiver Agreement or the documents comprising or relating to this Second Waiver Agreement.
If the Company has not complied in all respects with the covenants of Sections 5.08(a), (b) and (c) of the Credit Agreement as of July 15, 2004, then the Company agrees to pay on July 16, 2004, to each Lender that is a signatory to this Second Waiver a deferred waiver fee in an amount equal to 0.05% of the Commitment of such Lender, such waiver fee constituting an Obligation under the Credit Agreement.
This Second Waiver Agreement and all documents and instruments executed in connection herewith or otherwise relating to this Second Waiver Agreement, including, without limitation, the Loan Documents, constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof.