Limited Consent and Waiver. Subject to satisfaction of the conditions set forth in paragraph 8 hereof, and in reliance on the representations and warranties of the Company set forth in paragraph 7 hereof, effective as of the Amendment No. 1 Effective Date, the Purchasers hereby (i) consent to the LIG Acquisition, the Cash Distribution and the Reorganization, (ii) consent to the amendment and restatement of the Company Partnership Agreement, in the form delivered to the Purchasers on the date hereof (the "OLP Restatement") and (iii) waive any and all Defaults or Events of Default arising or which may heretofore have arisen under the Agreement or any of the other Loan Documents as a result of the execution, delivery or performance of the transactions and agreements in connection with the LIG Acquisition, the Cash Distribution, the Reorganization or the OLP Restatement; provided that if the Reorganization is not completed as described in the Omnibus Agreement and such failure to be completed as described in the Omnibus Agreement would be materially adverse to the Holders, the foregoing limited consent and waiver shall be void; provided, further, that the foregoing limited consent and waiver shall not apply to any violation of paragraph 6B of the Agreement (other than as a result of the Cash Distribution), to any amendment, modification or supplement to the definition of "Available Cash" in the Company Partnership Agreement or to any other amendment, restatement, supplement or other modification of the Company Partnership Agreement other than the OLP Restatement. The foregoing consent and waiver shall be limited precisely as written and shall relate solely to the Agreement in the manner and to the extent described herein, and nothing in this Amendment shall be deemed to (i) constitute a waiver of compliance by the Company with respect to any term, provision or condition of the Agreement or any other Loan Document except as specifically provided herein, or (ii) prejudice any right or remedy that any holder of Notes may now have (after giving effect to the foregoing consent and waiver) or may have in the future under or in connection with the Agreement or any other Loan Document. The Company agrees to deliver to each Purchaser copies of all amendments, modifications or supplements to the Omnibus Agreement.
Limited Consent and Waiver. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties of the Borrower made herein, the Administrative Agent and each of the Lenders hereby consent to, and waive any Event of Default that would otherwise result from, the “Change of Control” resulting from the closing of the Merger; provided that the Merger is consummated substantially in accordance with the Merger Agreement provided to the Administrative Agent and the Lenders prior to the date hereof.
Limited Consent and Waiver. Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties of the Borrower and the Guarantors herein contained, the parties to this Consent and First Amendment hereby (i) consent to the execution, delivery and performance by the parties thereto of the Consent and Second Amendment dated as of even date herewith relative to the Nexstar Credit Agreement (the “Nexstar Amendment”), and all transactions described therein and (ii) waive any Default or Event of Default caused by the incurrence of Indebtedness set forth in Article I of this Consent and First Amendment. The consent and waiver set forth in this Section is limited to the extent specifically set forth above and no terms, covenants or provisions of the Credit Agreement or any other Loan Document are intended to be affected hereby except to extent specifically waived in connection with the limited consent granted above.
Limited Consent and Waiver. Dear Xx. Xxxxxxxxxx: We refer to that certain Amended and Restated Credit Agreement, dated as of July 31, 2008, among Concho Resources Inc. (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) (as the same has been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Credit Agreement. References herein to any Section or Article shall be to a Section or Article of the Credit Agreement unless otherwise specifically provided. We understand that on or before September 30, 2009, and in accordance with Section 7.03(f), the Borrower intends to issue Senior Notes in an aggregate principal amount not to exceed $300,000,000 (the “2009 Senior Notes”). Pursuant to Section 3.05, upon the issuance of the 2009 Senior Notes, the Borrowing Base and the Conforming Borrowing Base then in effect must be reduced by $300 for every $1,000 in stated amount of the 2009 Senior Notes and consequently, the Aggregate Commitments will be reduced by an amount equal to the reduction in the Borrowing Base. Currently, the Borrowing Base is equal to the Conforming Borrowing Base. The Borrower has requested that the Lenders waive the reductions of the Borrowing Base and the Conforming Borrowing Base required as a result of the issuance of the 2009 Senior Notes and that each Lender consent to the postponement of any reduction in its Commitment resulting from any reduction in the Borrowing Base. Subject to the conditions described herein, each Lender a party hereto is willing to waive the adjustments to the Borrowing Base and Conforming Borrowing Base required as a result of the issuance of the 2009 Senior Notes and consent to the postponement of any such reduction in its Commitment as a result of any reduction in the Borrowing Base. Accordingly, each Lender a party hereto hereby waives the adjustments to the Borrowing Base and Conforming Borrowing Base required as a result of the issuance of the 2009 Senior Notes and consents to the postponement of any reduction in its Commitment as a result of any such reduction in the Borrowing Base; provided, that, (i) no Default or Event of Default has occurred and is continuing on the date the 2009 Senior Notes are issued, (ii) the 2009 Senior No...
Limited Consent and Waiver. In reliance on the representations, warranties, covenants and agreements contained in this Agreement, the Holder, waiving all notice, in lieu of a meeting, hereby, as of the Effective Date, irrevocably:
Limited Consent and Waiver. 2.1. The Original Lender and the Agent hereby consent to the Proposed Transactions. The Agent and the Original Lender further agree that a cancellation or suspension of the obligation of RME FINANCE LTD, as lender under the Bridge Loan Agreement, to provide a Loan on a Funding Date, as that term is defined in the Bridge Loan Agreement, in accordance with its terms (other than as a result of an Event of Default under the Bridge Loan Agreement) shall not, by itself, give rise to an Event of Default under the Loan Agreement.
Limited Consent and Waiver. In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, the receipt and sufficiency of which are hereby acknowledged and confessed, and notwithstanding anything to the contrary set forth in Section 9.11 of the Credit Agreement, and subject to the satisfaction of the conditions precedent in Section 7 hereof, the Lenders party hereto hereby consent to the Earthstone Merger (the “Limited Consent”) so long as:
Limited Consent and Waiver. (a) Subject to the terms and conditions set forth herein, the undersigned Lenders hereby consent to extend the deadline for delivery of the 2012 Financial Statements under Section 8.01(a) of the Credit Agreement to on or before May 20, 2013; provided that, in the event the requisite holders of the Senior Notes agree to extend the date by which the Borrower is required to make available to the trustee under the Senior Notes and the holders thereof the annual reports and other information required by Section 4.02(a) of the indenture pursuant to which the Senior Notes were issued (the “Indenture”), the deadline for delivery of the 2012 Financial Statements shall be further extended to the earlier to occur of (i) three (3) Business Days before the date by which the holders of the Senior Notes require the Borrower to deliver such information under the Indenture and (ii) June 17, 2013. Notwithstanding anything to the contrary set forth in the Credit Agreement, the Borrower acknowledges and agrees that its failure to deliver the 2012 Financial Statements to the Administrative Agent and the Lenders on or before the date required pursuant to the immediately preceding sentence shall constitute an immediate Event of Default under the Credit Agreement.
Limited Consent and Waiver. (a) Pursuant to Xxxxxx Xxxxxxxx'x October 13, 1999 letter to the Agent, the --------------------------------------------------------------------------- Company has informed the Agent that the Company's Board of Directors has ------------------------------------------------------------------------ authorized and approved the following specified actions previously taken or to ------------------------------------------------------------------------------ be taken by certain of the Company's Subsidiaries: --------------------------------------------------
Limited Consent and Waiver. The Borrower acknowledges and agrees that (a) the consents and waivers set forth in this Article II shall be strictly limited to its terms with respect to the express provisions temporarily waived hereunder and (b) no waiver or approval by the Administrative Agent or Lenders shall (i) be applicable to subsequent transactions or (ii) require any other waiver (whether similar or dissimilar to the waiver granted under this Article II).
