Limited Waivers. (a) The Purchaser acknowledges and agrees that, from the period beginning on the Effective Date (as defined below) and ending at 5:00 p.m. (EDT) on June 9, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility Agreement, the Program Documents or any other agreements, documents or instruments between or among any Seller Party, the Purchaser and the Guarantor, including, but not limited to, any 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 future (but solely during the term of this Agreement), solely as a result of or arising solely from the Restatement (a “Default Event”), including, without limitation, any Default Event triggered pursuant to Section 17(e) 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 solely resulting or arising from the Restatement, and (ii) there shall be no Default Event solely as a result of or arising solely from (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 incorrect, or (y) the failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the existence of such Default Event, and in eac...
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 (aa) of the Credit Agreement resulting from the occurrence of a Material Adverse Deviation with respect to the disbursement line items for (A) Payroll Taxes and Benefits during the week ended February 15, 2008 and on a cumulative basis for all periods ended on or prior to February 15, 2008 and (B) Chemical payments during the week ended February 15, 2008 and on a cumulative basis for all periods ended on or prior to February 15, 2008.
Limited Waivers a. Subject to Section 4(c), each of the Buyers, severally and not jointly, hereby waives (i) the occurrence of a Triggering Event under Section 3(b)(vii) and (viii) of each of the Notes and an Event of Default under Section 11(a)(iii) and (viii) of each of the Notes, the breach of Section 12 of each of the Notes and the breach of Section 4(n) of the Securities Purchase Agreement resulting solely from the Accounts Payable Default, and (ii) the Accounts Payable Default’s constituting a failure to satisfy any Condition to Company Alternative Conversion with respect to the August 2006 Company Conversion pursuant to this Amendment or any Convertible Installment Conversion pursuant to this Amendment and Section 6.1 of each of the Notes, as amended by this Amendment; provided that such waivers are subject to, and conditioned upon, (A) the aggregate outstanding amount of the O & G Accounts Payable not exceeding $12,500,000 on the date of this Amendment and not having exceeded $13,500,000 at any time prior to the date of this Amendment, (B) the aggregate amount of the Accounts Payable unpaid in excess of 90 days beyond invoice due date not exceeding $1,500,000 on the date of this Amendment and not having exceeded $1,500,000 at any time prior to the date of this Amendment, and (C) none of the Accounts Payable being unpaid in excess of 127 days beyond invoice due date on the date of this Amendment or having been unpaid in excess of 162 days beyond invoice due date at any time prior to the date of this Amendment; and provided, further, that the waivers contained in this Section 4(a) shall be null and void and of no force or effect, and there shall be an immediate breach of the Securities Purchase Agreement and each of the Notes and a Triggering Event under each of the Notes, in the event that (V) the aggregate amount of the O & G Accounts Payable exceeds $12,500,000 at any time following the date of this Amendment, or (W) the aggregate amount of the O & G Accounts Payable exceeds $5,000,000 as of January 1, 2007 or at any time thereafter, (X) the aggregate amount of the Accounts Payable unpaid in excess of 90 days beyond invoice due date exceeds $2,500,000 at any time following the date of this Amendment through (and including) September 15, 2006 or exceeds $1,500,000 at any time after September 15, 2006; (Y) any Accounts Payable are unpaid in excess of 150 days beyond invoice due date at any time following the date of this Amendment or (Z) any Accounts Payable are un...
Limited Waivers. (a) Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 3 below, the Required Lenders hereby (i) agree to the Requested Waiver and waive compliance by the Credit Parties with Section 5.1(c) of the Credit Agreement and 5.2(b) of the Credit Agreement for the fiscal quarters ending on June 30, 2014 and September 30, 2014 only. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or provision of the Credit Agreement or any other Credit Document, and (ii) any period other than the fiscal quarters ending on June 30, 2014 and September 30, 2014, and (b) shall automatically terminate and be of no further force or effect if (i) there exists any other Default or Event of Default or (ii) the Borrower fails to comply with any of the terms of Section 3 below.
Limited Waivers. (a) The Parent and Borrower have informed the Agents and the Banks that (i) the Parent and its Subsidiaries intend to transfer all of the assets and liabilities associated with the Parent's Instrumentation and Fluid Regulation Products Group (including, but not limited to, Aerodyne Controls, Atkomatic Valve, Circle Seal Controls, Inc., Go Regulator, Inc., Xxxx, Inc., Xxxxxx Controls, Inc., Xxxxxxxxx Steam Trap and Xxxxxx Engineering Company, Inc.,) and Petrochemical Products Group (including, but not limited to, Contromatics Industrial Products, Eagle Check Valve, KF Industries, Inc., Pibiviesse SpA, Suzhou Xxxxx Valve Co., Ltd., SSI Equipment Inc. and Telford Valve and Specialties, Inc.) to CIRCOR International, Inc., a newly formed affiliate of the Parent ("CIRCOR") and its Subsidiaries which transfer shall in no event include the direct and indirect Subsidiaries of the Parent set forth on Schedule 6.19 attached hereto, (ii) the Parent and the Borrower and their respective Subsidiaries intend to effect a settlement of intercompany accounts, indemnification obligations and certain other arrangements among the Parent, CIRCOR and their respective Subsidiaries, including without limitation, certain supply arrangements, certain licensing arrangements, and the assumption and transfer of all of the outstanding Indebtedness of the Borrower under the Credit Agreement as of the effective date of this Amendment to certain Subsidiaries of the Parent and CIRCOR pursuant to an Assumption Agreement, dated as of October18, 1999, among the Borrower, WRC, Xxxxxxx Valve, Inc., CIRCOR (WRC, Xxxxxxx Valve, Inc. and CIRCOR referred to herein collectively as the "Assuming Parties") and the Administrative Agent (the "Assumption Agreement") which, upon giving effect thereto, would, inter alia, result in each Assuming Party becoming a "Borrower" under the Credit Agreement with respect to the assumed Indebtedness described therein, (iii) the Borrower intends to transfer all of its assets other than the stock of WRC to WRC and (iv) the Parent and its Subsidiaries intend to effect a series of internal contributions and spin-offs ultimately resulting in the spin-off of CIRCOR to the stockholders of the Parent pursuant to a stock dividend, in the case of each of clauses (i) - (iv) as more fully described in the Distribution Agreement (the "Distribution Agreement"), dated as of October 1, 1999, between the Parent and CIRCOR, the Form 00 Xxxxxxxxxxx Xxxxxxxxx xx XXXXXX dated October 6, ...
Limited Waivers. Upon the Effective Date, and as limited herein, the Requisite Lenders hereby waive the following provisions of the Credit Agreement solely with respect to the matters expressly described below:
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.
Limited Waivers. (a) The Borrower previously entered into and maintained in effect Hedging Agreements with the effect required by Section 5.14 of the Credit Agreement. The undersigned Lenders hereby waive the requirement that such Hedging Agreements be satisfactory to the Required Lenders prior to the Amendment Effective Date.
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 on a cumulative basis for all periods ended on or prior to January 11, 2008, (ii) Chemical payments during the week ended January 11, 2008 and on a cumulative basis for all periods ended on or prior to January 11, 2008, (iii) Tax payments on a cumulative basis for all periods ended on or prior to January 11, 2008, (iv) Lease payments during the week ended January 11, 2008, (v) Utilities payments during the week ended January 11, 2008 and on a cumulative basis for all periods ended on or prior to January 11, 2008 and (vi) Management Incentive Plan payments during the week ended January 11, 2008 and on a cumulative basis for all periods ended on or prior to January 11, 2008.
Limited Waivers. Upon the Effective Date, the Agent, the Co-Agent and the Lenders hereby grant, subject to the terms and conditions set forth herein, the following limited waivers:
