Limited Waivers Clause Samples
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Limited Waivers. The undersigned, constituting the Required Holder under the SPA, hereby waives:
(a) each of the covenants or other provisions or agreements identified on Exhibit 1 attached to this Amendment and Waiver, solely to the extent described on Exhibit 1. Each such respective waiver shall remain effective only if the Issuer complies with the applicable respective restated obligation (if any) specified therefor on Exhibit 1; and
(b) any Default or Event of Default in connection with Sections 6.01(h), (i), (k), (m), (s), (aa), (ee), (ii), (jj), (kk), (mm), and (oo), 7.01(b), 7.03 and 9.01(n) of the SPA arising from, or in connection with, the incurrence or existence of any VAT Liability of FFN, the Issuer or any Subsidiary of FFN or the Issuer through the Second Amendment Effective Date (with no cure being required) that relates to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008.
(c) The parties hereto agree and acknowledge that (i) for purposes of Section 9 of the Seller Note Subordination Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Interactive Agent for purposes of Section 9 of the Seller Note Subordination Agreement with respect to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes, (ii) for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Lien Collateral Agent for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement with respect to the modifications set forth in the waiver from the holders of the Second Lien Notes dated as of the Second Amendment Effective Date (the “Second Lien Waiver”), (iii) the Required Holders of this Amendment and Waiver and the holders of the Second Lien Notes pursuant to the Second Lien Waiver in their capacity as Second Lien Claimholders consent to the modification of the Subordinated Notes for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement (for the avoidance of doubt, the Required Holders make no representation or warranty as to whether such consent is sufficient for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement), and (iv) payment of the amendment and waiver fees pursuant to the Other Waivers, payment in kind of any intere...
Limited Waivers. Subject to the terms and conditions contained herein, the Lender hereby waives the Borrowers' obligation to comply with (i) the covenant contained in Section 6.16(a) (Minimum EBITDA) thereof solely for the period ended December 31, 2005 and (ii) the financial reporting covenant contained in Schedule 5.3(e) to the Credit Agreement (Parent's Projections) thereof solely for the period ended December 31, 2005 (the "Projections Waiver"). The Borrowers hereby agree to deliver to the Lender the Parent's Projections in accord with Schedule 5.3(e) to the Credit Agreement on or prior to January 16, 2006. If the Borrowers fail to deliver to the Lender such Parent's Projections on or prior to January 16, 2006, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection with occurrence and continuance of the Event of Default arising under the Credit Agreement from the failure of the Borrowers to deliver to the Lender the Parent's Projections. The Borrowers and the Lender hereby agree that concurrent with delivery of the Parent's Projections, the Minimum EBITDA covenant contained in Section 6.16(a)(i) of the Credit Agreement shall be amended to such amounts as agreed to by the Borrowers and the Lender utilizing the Parent's Projections. In the event that the Borrowers and Lender fail to agree on such amended amounts for the Minimum EBITDA covenant, then the Minimum EBITDA covenant shall remain the same amounts as provided in Section 6.16(a)(i) of the Credit Agreement for the three-month period ending March 31, 2006, and for each calendar quarter thereafter. The Borrowers further agree that during the period commencing on the date hereof and continuing until the Minimum EBITDA covenant is conclusively determined in accordance with the terms hereof, the Borrowers shall maintain, during such period, an amount of Qualified Cash (as defined in the Credit Agreement) in an amount equal to not less than $4,000,000 (the "Qualified Cash Covenant"). If the Borrowers fail to maintain the Qualified Cash Covenant in accordance with the terms of this Limited Waiver, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection with occurrence and continuance of the Event of Default arising under the Credit Agreement (as modified by this Limited Waiver) from the failure of the Borrowers to maintain the Qualified Cash Covenant.
Limited Waivers. (a) The Lender Parties acknowledge and agree that, from the period beginning at 11:59 p.m. (EDT) on July 7, 2017 and ending at 11:59 p.m. (EDT) on July 31, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility Agreement, the Facility Documents or any other agreements, documents or instruments between or among the Verification Agent, the Borrower, the Administrator, the Lender Parties and the Guarantor, including, but not limited to, any note purchase agreement, netting agreement, master securities forward transaction agreement or interest rate protection agreement, as applicable (collectively, the “Transaction Documents”), (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or through the Expiration Date, as a result of or arising from, directly or indirectly, the Restatement (a “Default Event”), including, without limitation, any Default Event triggered pursuant to Section 8.01(f) of the Facility Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case under any other Transaction Document resulting or arising from, directly or indirectly, the Restatement, but excluding any other Default Event triggered pursuant to Section 8.01(f) of the Facility Agreement to the extent such other Default Event is predicated upon the actual acceleration of the indebtedness unrelated to the Transaction Documents referenced in Section 8.01(f) of the Facility Agreement, and (ii) there shall be no Default Event as a result of or arising from, directly or indirectly, (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Financial Statements or any monthly financial statements delivered under any Transaction Document during the period from and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the delivery of the Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or ...
Limited Waivers. (a) In accordance with Section 10.1 of the Credit Agreement and notwithstanding any of the provisions otherwise set forth in the Credit Agreement, as of the Waiver Effective Date, the Majority Facility Lenders in respect of the Term Loan and the Majority Revolving Credit Facility Lenders hereby irrevocably and permanently waive any Default or Event of Default whether now existing or hereafter arising under Section 8 (a)(a) of the Credit Agreement resulting from the occurrence of a Material Adverse Deviation with respect to the disbursement line items for (i) Payroll Taxes and Benefits for the week ended January 4, 2008 and on a cumulative basis for all periods ended on or prior to January 4, 2008, (ii) Chemical payments during the week ended January 4, 2008 and (iii) Tax payments on a cumulative basis for all periods ended on or prior to January 4, 2008.
(b) The waiver set forth in this Section 2 shall (i) become effective after satisfaction of the conditions set forth in Section 3, (ii) shall be effective only in this specific instance and for the specific purposes set forth herein, and (iii) does not allow for any other or further departure from the terms and conditions of the Credit Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect.
Limited Waivers. (a) The Borrowers acknowledge and agree that (i) certain Events of Default have occurred under the Loan Agreement as a result of the Borrowers' failure, (A) as of June 30, 2002, to comply with the covenants set forth in Section 6 (Financial Covenants) of the Loan Agreement and in the Financial Covenants Rider to the Loan Agreement; and (B) as of the date of this Agreement, (x) to make the payments required under Section 2.4(B)(1) of the Loan Agreement, (y) to pay interest due on the Subordinated Debt, and (z) to provide in a timely manner certain information required under Section (B) and Section (E), respectively, of the Reporting Rider to the Loan Agreement, (each an "Existing Default" and collectively, the "Existing Defaults") and (ii) certain Events of Default will probably occur under the Loan Agreement as a result of the anticipated failure of the Borrowers to comply with the covenants set forth in Section 5.11 (Required Minimum Excess Availability) of the Loan Agreement, Section 6 (Financial Covenants) of the Loan Agreement and in Section A (Consolidated Tangible Net Worth), Section B (Minimum EBITDA), Section D (Fixed Charges Coverage) and Section E (Minimum InterAct EBITDA) of the Financial Covenants Rider to the Loan Agreement, as of September 30, 2002 (the "Expected Defaults").
(b) Subject to the terms of this Agreement, effective as of the Effective Date (as defined herein), the Administrative Agent and the Lenders hereby waive the Existing Defaults and the Expected Defaults, as in effect prior to giving effect to this Agreement. The foregoing limited waivers shall not apply to any other provisions of the Loan Agreement or any other periods.
Limited Waivers. (a) Any Potential Termination Event or Termination Event that may have arisen (or that may at any time hereafter prior to December 15, 2006 arise) under Section 5.1(c) of the Receivables Sale Agreement by virtue of Invacare's failure to observe at all times the financial covenant set forth in Section 11.3 of each of the note purchase agreements executed in connection with the Senior Unsecured Notes (as defined in the Five-Year Credit Agreement) and incorporated by reference into Section 5.2(k) of the Five-Year Credit Agreement (collectively, the "Cross-Defaults") is hereby waived for the period commencing on the date hereof through the earliest to occur of (i) December 15, 2006, (B) any Potential Termination Event or Termination Event other than the Cross Defaults, (C) the breach or nonperformance by any of the Companies of any covenant, agreement or condition set forth in this Waiver, and (D) the date on which any representation or warranty in Section 3 hereof fails to be true and correct.
(b) Any Amortization Event or Potential Amortization Event that may have arisen (or that may at any time hereafter prior to December 15, 2006 arise) under Section 9.1(c) of the Receivables Purchase Agreement by virtue of the Cross-Defaults is hereby waived for the period commencing on the date hereof through the earliest to occur of (i) December 15, 2006, (B) any Potential Amortization Event or Amortization Event other than the Cross Defaults, (C) the breach or nonperformance by any of the Companies of any covenant, agreement or condition set forth in this Waiver, and (D) the date on which any representation or warranty in Section 3 hereof fails to be true and correct.
Limited Waivers. At the request of the Borrowers, the Administrative Agent and the Lenders, hereby agree to waive any non-compliance (if any) by the Borrowers’ with Section 6.1(a) of the Credit Agreement for the four fiscal quarter period ended March 31, 2018 to the extent such non-compliance (if any) would not have occurred but for the 2017 Shut-In Events (and any breach of any representation or warranty under the Credit Agreement or any other Loan Document as a result of the existence of such failure (if any) to comply is hereby similarly waived), provided that, the Ratio of Total Debt to EBITDAX for the four fiscal quarter period ended March 31, 2018 (as reflected in the Borrowers’ Compliance Certificate for the four fiscal quarter period ended March 31, 2018) does not exceed 3.75 to 1.00 (in which case, the Borrowers’ non-compliance (if any) shall not be waived). The waivers in this Section 2 are effective only in respect of the matters and for the time periods expressly set forth in this Section 2 and not for any other period and, except as expressly set forth in this Amendment, no other waivers are intended or made by this Amendment. No failure or delay on the part of the Administrative Agent, any Lender, the Issuing Bank or the holder of any Note in exercising any power or right under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No waiver or approval by the Administrative Agent, any Lender, the Issuing Bank or the holder of any Note under this Amendment, the Credit Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to any subsequent transaction or any Default or Event of Default under any Loan Document.
Limited Waivers. (a) In accordance with Section 10.1 of the Credit Agreement and notwithstanding any of the provisions otherwise set forth in the Credit Agreement, as of the Waiver Effective Date, the Majority Facility Lenders in respect of the Term Loan and the Majority Revolving Credit Facility Lenders hereby irrevocably and permanently waive any Default or Event of Default whether now existing or hereafter arising under:
(i) Section 8 (aa) of the Credit Agreement resulting from the occurrence of a Material Adverse Deviation (x) with respect to the disbursement line items for (A) Payroll Taxes and Benefits on a cumulative basis for all periods ended on or prior to January 25, 2008, (B) Chemical payments during the week ended January 25, 2008 and on a cumulative basis for all periods ended on or prior to January 25, 2008, (C) Tax payments during the week ended January 25, 2008 and on a cumulative basis for all periods ended on or prior to January 25, 2008 and (D) Utilities payments on a cumulative basis for all periods ended on or prior to January 25, 2008 and (y) with respect to the line item for Cash receipts during the week ended January 25, 2008; and
(ii) Section 8(c) of the Credit Agreement resulting from the failure to consummate the sale of the wood products business prior to January 31, 2008 in accordance with Section 6.17(b)(iv) of the Credit Agreement.
(b) The waiver set forth in this Section 2 shall (i) become effective after satisfaction of the conditions set forth in Section 3, (ii) shall be effective only in this specific instance and for the specific purposes set forth herein, and (iii) does not allow for any other or further departure from the terms and conditions of the Credit Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect.
Limited Waivers. Subject to the satisfaction of the terms and conditions of Section 5 hereof, and in reliance on the representation contained in Section 6 hereof, on the Effective Date, with respect to the creation , existence and future operation of the Excluded Subsidiary, the Lender waives compliance with any requirement (and any resulting Default or Event of Defaults that would result from such non-compliance) of the Existing Loan Agreement, including, without limitation: (i) Section 12(e) to the extent the formation of the Excluded Subsidiary would be prohibited unless such Excluded Subsidiary would become a Guarantor and execute and deliver to Lender a Subsidiary Security Agreement; (ii) Section 12(e)(iii) to the extent transfer of the Xcede Assets constitutes a disposition of assets by the Borrower or by Guarantor outside the ordinary course of business; (iii) Section 12(e)(v) to the extent that any future transactions of the Excluded Subsidiary, including, without limitation, any capital raising, debt raising or operational activities approved by the Borrower or any Guarantor may constitute a transaction outside the ordinary course of its respective business; (iv) Section 12(g)(i) to the extent the transfer of the Xcede Assets to the Excluded Subsidiary constitutes an acquisition of, or investment in, stock of any Person; (v) Section 12(c) to the extent that any future financing or equity raising activity of the Excluded Subsidiary approved by the Borrower or any Guarantor may constitute permission to create a lien, claim, security interest or other encumbrance on any of the Borrower or any Guarantor’s assets; and (vi) Sections 10(r) and 11(i) to the extent that the transfer of intellectual property to the Excluded Subsidiary as part of the Xcede Assets may constitute a breach of such warranty, representation or covenant. The grant by the Lender of the above waivers shall not be construed as, and does not constitute, a waiver of any other existing Default or Event of Default under the Existing Loan Agreement.
Limited Waivers. Solely to the extent relating to the consummation of the Target Acquisition, the Lenders hereby waive (a) the requirement under clause (ii) of the definition of “Permitted Acquisition” that no Default or Event of Default shall exist prior to or immediately after giving effect to the Target Acquisition (provided that the requirements specified in the provisos of Section 7.04(c) and Section 7.04(l) of the Loan Agreement, as amended by this Amendment, shall not be waived by this Section 2.7), (b) the requirements under clause (v) of the definition of “Permitted Acquisition” that the Borrower deliver historical financial statements of Target and a certificate of an Authorized Officer demonstrating the computation of the financial covenants set forth in Section 7.07 on a pro forma basis and (c) the requirements under Section 7.08 of the Loan Agreement in connection with any Indebtedness issued or incurred pursuant to Section 7.04(l) of the Loan Agreement, as amended by this Amendment.