Common use of Limited Consent and Waiver Clause in Contracts

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 satisfaction of Agent and 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 Required Lenders hereby (ia) 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") Xxxxxx Disposition and (iiib) waive any and all Defaults Default or Events Event of Default arising or which may heretofore have arisen that would otherwise occur under the Credit Agreement or any of the other Loan Documents solely as a result of the Xxxxxx Disposition or any action taken by a Credit Party under or pursuant to any of the Xxxxxx Purchase Documents. Notwithstanding the foregoing, the consent and waiver granted hereby are subject to the conditions that (i) the Xxxxxx Disposition shall have been effectuated in a manner consistent with the definition of the Xxxxxx Disposition; (ii) the Borrower shall have delivered to Agent (A) copies of the Xxxxxx Purchase Documents certified by an Authorized Officer of the Borrower as being true, correct and complete, (B) specimen signature and incumbency certificates for the officers of each Credit Party executing any of the Xxxxxx Purchase Documents, and (C) resolutions of the board of directors (or similar governing body) of each Credit Party that is a party to any of the Xxxxxx Purchase Documents approving and authorizing the execution, delivery or and performance of the transactions Xxxxxx Purchase Documents to which it is a party and agreements all other documents executed by such Credit Party in connection with therewith, certified by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iii) all conditions precedent to the LIG Acquisitionclosing of the Xxxxxx Disposition shall have been satisfied or waived; (iv) immediately prior to, and after giving effect to, 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 Xxxxxx Disposition (A) no Event of paragraph 6B of the Agreement Default (other than any Event of Default that would occur solely as a result of the Cash Distribution), to any amendment, modification Xxxxxx Disposition) shall have occurred or supplement to be continuing and (B) the definition of "Available Cash" representations and warranties contained herein and in the Company Partnership Credit Agreement or to any and the other amendmentLoan Documents are true and correct as of such date, restatementas if made on such date, supplement or other modification except for those representations and warranties specifically made as of the Company Partnership Agreement other than the OLP Restatement. The foregoing consent and waiver earlier date, which shall be limited precisely true and correct as written of such earlier date; 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 (iv) constitute a waiver of compliance by the Company with respect to any termeach outstanding Xxxxxx Letter of Credit for which SunTrust is the Fronting Lender, provision Borrower shall have (A) caused to be deposited with SunTrust, in its capacity as a Fronting Lender, either cash or condition a Supporting Letter of Credit that, in either case, is (1) in an amount equal to one hundred ten percent (110%) of the Agreement or any other Loan Document except undrawn amount of such Outstanding Xxxxxx Letters of Credit and (2) free and clear of all rights and claims of third parties, and (B) executed all such documentation 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 SunTrust shall request in connection with the survival of such Outstanding Xxxxxx Letters of Credit as stand-alone obligations, and upon Borrower’s satisfaction of such conditions, such Xxxxxx Letters of Credit shall no longer be considered outstanding under the Revolving Credit Commitment. Except as expressly set forth in this Agreement, the consent and waiver by Agent and the Required Lenders under this Agreement is not intended, and shall not be construed (a) to modify or otherwise affect any of the provisions of the Credit Agreement or the other Loan Documents, (b) as a waiver of any of Agent’s or any Lender’s rights under the Credit Agreement or any other Loan Document. The Company agrees , or (c) as an authorization or a consent by Agent and the Lenders to deliver to each Purchaser copies of all amendments, modifications or supplements to any further actions by any Credit Party not otherwise permitted by the Omnibus AgreementLoan Documents.”

Limited Consent and Waiver. Subject to satisfaction of Agent and 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 Required Lenders hereby (ia) 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") Xxxxxx Disposition and (iiib) waive any and all Defaults Default or Events Event of Default arising or which may heretofore have arisen that would otherwise occur under the Credit Agreement or any of the other Loan Documents solely as a result of the Xxxxxx Disposition or any action taken by a Credit Party under or pursuant to any of the Xxxxxx Purchase Documents. Notwithstanding the foregoing, the consent and waiver granted hereby are subject to the conditions that (i) the Xxxxxx Disposition shall have been effectuated in a manner consistent with the definition of the Xxxxxx Disposition; (ii) the Borrower shall have delivered to Agent (A) copies of the Xxxxxx Purchase Documents certified by an Authorized Officer of the Borrower as being true, correct and complete, (B) specimen signature and incumbency certificates for the officers of each Credit Party executing any of the Xxxxxx Purchase Documents, and (C) resolutions of the board of directors (or similar governing body) of each Credit Party that is a party to any of the Xxxxxx Purchase Documents approving and authorizing the execution, delivery or and performance of the transactions Xxxxxx Purchase Documents to which it is a party and agreements all other documents executed by such Credit Party in connection with therewith, certified by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iii) all conditions precedent to the LIG Acquisitionclosing of the Xxxxxx Disposition shall have been satisfied or waived; (iv) immediately prior to, and after giving effect to, 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 Xxxxxx Disposition (A) no Event of paragraph 6B of the Agreement Default (other than any Event of Default that would occur solely as a result of the Cash Distribution), to any amendment, modification Xxxxxx Disposition) shall have occurred or supplement to be continuing and (B) the definition of "Available Cash" representations and warranties contained herein and in the Company Partnership Credit Agreement or to any and the other amendmentLoan Documents are true and correct as of such date, restatementas if made on such date, supplement or other modification except for those representations and warranties specifically made as of the Company Partnership Agreement other than the OLP Restatement. The foregoing consent and waiver earlier date, which shall be limited precisely true and correct as written of such earlier date; 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 (iv) constitute a waiver of compliance by the Company with respect to any termeach outstanding Xxxxxx Letter of Credit for which SunTrust is the Fronting Lender, provision Borrower shall have (A) caused to be deposited with SunTrust, in its capacity as a Fronting Lender, either cash or condition a Supporting Letter of Credit that, in either case, is (1) in an amount equal to one hundred ten percent (110%) of the Agreement or any other Loan Document except undrawn amount of such Outstanding Xxxxxx Letters of Credit and (2) free and clear of all rights and claims of third parties, and (B) executed all such documentation 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 SunTrust shall request in connection with the survival of such Outstanding Xxxxxx Letters of Credit as stand-alone obligations, and upon Borrower’s satisfaction of such conditions, such Xxxxxx Letters of Credit shall no longer be considered outstanding under the Revolving Credit Commitment. Except as expressly set forth in this Agreement, the consent and waiver by Agent and the Required Lenders under this Agreement is not intended, and shall not be construed (a) to modify or otherwise affect any of the provisions of the Credit Agreement or the other Loan Documents, (b) as a waiver of any of Agent’s or any Lender’s rights under the Credit Agreement or any other Loan Document, or (c) as an authorization or a consent by Agent and the Lenders to any further actions by any Credit Party not otherwise permitted by the Loan Documents.” (d) Amendment to Section 3 of the Third Amendment. The Company agrees Section 3 of the Third Amendment is amended and restated in its entirety to deliver to each Purchaser copies of all amendments, modifications or supplements to the Omnibus Agreementread as follows: “3.

Limited Consent and Waiver. Subject In reliance on the representations, warranties, covenants and agreements contained in this Fourth Amendment, and subject to the satisfaction of the conditions precedent set forth in paragraph 8 Section 3 and, as applicable, Sections 4 and/or 5 hereof, and in reliance on the representations and warranties Required Banks hereby (a) consent to Borrower’s consummation of the Company set forth in paragraph 7 hereofConroe-Xxxxxxx Transactions, effective as and waive compliance by Borrower and Parent with each provision of the Amendment No. 1 Effective DateCredit Agreement (including, without limitation, Sections 10.5 and 10.8) and the Purchasers hereby other Loan Papers, to the extent, but only to the extent, that the Conroe-Xxxxxxx Transactions (ior any term contained in the documents governing and evidencing the Conroe-Xxxxxxx Transactions) violate such provisions of the Credit Agreement or result in a Default or Event of Default under the Credit Agreement or other Loan Papers, and (b) consent to the LIG AcquisitionTemporary Hedging Noncompliance for the Specified Period; provided, that Parent and Borrower will not, nor will Parent and/or Borrower permit any other Credit Party to, enter into any Hedge Transaction during the Cash Distribution and Specified Period unless such Hedge Transaction, together with any other existing Hedge Transactions for the Reorganizationapplicable category of Hydrocarbons, (ii) consent to the amendment and restatement will not cause a violation of Section 10.11 of the Company Partnership Credit Agreement. For the avoidance of doubt, in Parent and Borrower each acknowledge and agree that 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 set forth in clause (a) 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 Section 2 (i) constitute a waiver of compliance by the Company is effective with respect to (1) the Conroe Transactions up to (and including) the Conroe Acquisition Closing Date (as defined below) after giving effect to the Conroe Transactions and (2) the Xxxxxxx Transactions up to (and including) the Xxxxxxx Disposition Closing Date after giving effect to the Xxxxxxx Transactions, and (ii) shall not be deemed a consent to, or waiver of, any term, action or inaction of Parent or Borrower which constitutes (or would constitute) a violation of any provision or condition of the Credit Agreement or the other Loan Papers or which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document except Papers from (but excluding) and after the Conroe Acquisition Closing Date or the Xxxxxxx Disposition Closing Date, as specifically provided hereinapplicable. Agent and Banks shall have no obligation to grant any future waivers, consents or (ii) prejudice any right or remedy that any holder of Notes may now have (after giving effect amendments with respect to the foregoing consent and waiver) or may have in the future under or in connection with the Credit Agreement or any other Loan Document. The Company agrees to deliver to each Purchaser copies of all amendments, modifications or supplements to the Omnibus AgreementPaper.

Limited Consent and Waiver. Subject to satisfaction of Agent and 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 Required Lenders hereby (ia) 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") Xxxxxx Disposition and (iiib) waive any and all Defaults or Events Event of Default arising or which may heretofore have arisen that would otherwise occur under the Credit Agreement or any of the other Loan Documents solely as a result of the Xxxxxx Disposition. Notwithstanding the foregoing and in addition to the conditions precedent hereinafter specified in Section 3, the above consent and waiver is conditioned upon (a) the Xxxxxx Disposition being effectuated in a manner consistent with the definition of Xxxxxx Disposition, (b) Agent shall have received true, correct and complete copies of the Xxxxxx Purchase Documents, which shall be certified by an Authorized Officer of Borrower as being true, correct and complete, and all conditions precedent to the closing of the Xxxxxx Disposition shall have been satisfied, (c) Borrower shall have delivered to Agent (i) signature and incumbency certificates of the officers of such Person executing the Xxxxxx Purchase Documents on behalf of the Credit Parties party thereto; and (ii) resolutions of the board of directors (or similar governing body) of each Credit Party to the Xxxxxx Purchase Documents approving and authorizing the execution, delivery or and performance of the transactions Xxxxxx Purchase Documents and agreements all other documents executed in connection with the LIG Acquisitiontherewith, the Cash Distribution, the Reorganization certified by its secretary or the OLP Restatementan assistant secretary as being in full force and effect without modification or amendment; provided that if the Reorganization is not completed as described in the Omnibus Agreement (d) immediately prior to and such failure to be completed as described in the Omnibus Agreement would be materially adverse after giving effect to the HoldersXxxxxx Disposition, the foregoing limited consent and waiver shall be void; provided, further, that the foregoing limited consent and waiver shall not apply to any violation (i) no Event of paragraph 6B of the Agreement Default (other than any Event of Default that would occur solely as a result of the Cash Distribution), to any amendment, modification Xxxxxx Disposition) shall have occurred or supplement to be continuing and (ii) the definition of "Available Cash" representations and warranties contained herein and in the Company Partnership Credit Agreement or to any and the other amendmentLoan Documents, restatementare true and correct as of such date, supplement or other modification as if made on such date, except for those representations and warranties specifically made as of the Company Partnership Agreement other than the OLP Restatement. The foregoing consent and waiver earlier date, which shall be limited precisely true and correct as written of such earlier date and (e) with respect to each Outstanding Xxxxxx Letter of Credit, Borrower 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 have caused to be deposited with the relevant Fronting Lender, in its capacity as a waiver Fronting Lender, either cash or a Supporting Letter of compliance by the Company with respect Credit, which, in each case, is (A) in an amount equal to any term, provision or condition one hundred five percent (105%) of the Agreement or any other Loan Document except as specifically provided hereinundrawn amount of the Outstanding Xxxxxx Letters of Credit and (B) free and clear of all rights and claims of third parties, or and (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 executed all such documentation as such Fronting Lender shall request in connection with the survival of the Outstanding Xxxxxx Letters of Credit. Except as expressly set forth in this Agreement, the consent and waiver by Agent and the Required Lenders under this Agreement is not intended, and shall not be construed: (a) to modify or otherwise affect any of the provisions of the Credit Agreement or the other Loan Documents, (b) as a waiver of any of Agent’s or any Lender’s rights under the Credit Agreement or any other Loan Document. The Company agrees , or (c) as an authorization or a consent by Agent and the Lenders to deliver to each Purchaser copies of all amendments, modifications or supplements to any further actions by any Credit Party not otherwise permitted by the Omnibus AgreementLoan Documents.