Waiver of Specified Default. In reliance upon the representations, warranties and covenants of the Borrower and each other Credit Party contained in this Amendment, and subject to the effectiveness and the terms and conditions of this Amendment, including, without limitation, those set forth in Section 7 hereof, as of the Amendment Effective Date, the undersigned Lenders hereby waive (a) the requirements contained in Section 8.5 of the Credit Agreement and the definition of “Permitted Acquisition” in Section 1.1 of the Credit Agreement, that the Borrower provide prior notice to the Administrative Agent and the Lenders of each of the Specified Acquisitions and deliver a certificate to the Administrative Agent, signed by an Authorized Officer of the Borrower, not fewer than two Business Days prior to the consummation of each Specified Acquisition, in the case of clauses (b), (d) and (e) of the definition of Permitted Acquisition, and no later than substantially simultaneously with the consummation of each Specified Acquisition, in the case of clauses (c), (f) and (g) of the definition of Permitted Acquisition, certifying, in each case, that the requirements in the definition of Permitted Acquisition had been satisfied with respect to the applicable Specified Acquisition (the “Required Certificates”), and (b) any Default or Event of Default that may have resulted from the failure to provide notice of the Specified Acquisitions or the Required Certificates within the time periods required under the definition of Permitted Acquisition.
Waiver of Specified Default. 16.1 Borrower acknowledges and agrees that the Specified Default has occurred and is continuing under the Existing Agreement.
Waiver of Specified Default. Upon the effectiveness of this Joinder and Limited Waiver, the Purchaser hereby waives the Section 9.5 Default and, in exchange therefore, the Obligors hereby confirm that they have previously complied with and will continue to timely comply with Section 9.5 of the Note Purchase Agreement.
Waiver of Specified Default. (a) Subject to the terms of this Amendment, as of the Amendment Effective Date, Agent and each Lender hereby waive (i) the Specified Default and (ii) any required notices thereof.
Waiver of Specified Default. Pursuant to Section 4.4 [As to Deposit Accounts and Securities Accounts] of the Security Agreement, each of the Grantors agreed, among other things, that any Securities Account (other than Excluded Accounts) maintained by a Grantor with a securities intermediary other than the Administrative Agent, would be subject to an account control agreement among such Grantor, the Administrative Agent and such securities intermediary, in form and substance satisfactory to the Administrative Agent, within 45 days of the creation or acquisition of such Securities Account. ICF International, Inc. has maintained a certain brokerage account under FFC account number 000-00000-000, with X.X. Xxxxxx Securities LLC (the “Account”) from the Closing Date through the Effective Date, and the Grantors have failed to cause such Account to be subject to a control agreement as required by Section 4.4 [As to Deposit Accounts and Securities Accounts] of the Security Agreement, which constitutes an Event of Default under Section 10.1(d) [Breach of Other Covenants] of the Credit Agreement (the “Specified Default”). Notwithstanding the foregoing, the Loan Parties have requested that the Administrative Agent and the Lenders waive the Specified Default, and subject to the terms and conditions hereof, the Administrative Agent and the Lenders hereby waive the Specified Default. The foregoing waiver is limited to the Specified Default and does not constitute a waiver of any other Potential Default or Event of Default or indicate an agreement on the part of the Administrative Agent or the Lenders to grant any such waiver in the future.
Waiver of Specified Default. As of the Settlement Effective Date, pursuant to the terms of Xxxxxx Xxxxxxxxx No. 3, the Administrative Agent and the Required Lenders, agree to waive the Specified Default.
Waiver of Specified Default. The Holders hereby waive and forever release the Specified Default. For the avoidance of doubt, the waiver and release provided for in this Section 2(a) is a one-time waiver of the provisions of Section 7(d) of the Debentures and does not constitute a continuing waiver of Section 7(d) of the Debentures or any other term or provision of the Transaction Documents.
Waiver of Specified Default. The Administrative Agent and the Lenders hereby waive the Specified Default. Notwithstanding the foregoing, neither the Administrative Agent and the Lenders' waiver of the Specified Default nor any communication between the Administrative Agent, the Lenders, the Credit Parties or any party's respective officers, agents, employees or representatives shall be deemed to constitute a waiver of (i) any Event of Default existing under the Credit Documents, whether now existing or hereafter arising under the Credit Documents, other than the Specified Default; (ii) the ongoing obligations of the Credit Parties to comply with the Credit Agreement and the other Credit Documents as amended hereby; or (iii) any rights or remedies which the Administrative Agent and the Lenders have against the Credit Parties under the Credit Agreement, the other Credit Documents and/or applicable law, with respect to Events of Default, other than rights and remedies which directly result from the occurrence and existence of the Specified Default. The Administrative Agent and the Lenders hereby reserve and preserve all of their rights and remedies against the Credit Parties under the Credit Agreement and other Credit Documents and under applicable law, other than the right to declare an Event of Default or exercise remedies based upon the occurrence and existence of the Specified Default, including, without limitation, the right to declare an Event of Default and exercise remedies should an Event of Default presently exist which has not been disclosed to the Administrative Agent and the Lenders by the Credit Parties and which is not part of the defined "Specified Default" or should an Event of Default occur after the date of this Second Amendment (including any Events of Default that may occur based upon violations after the date hereof of the sections of the Credit Agreement which were violated in connection with the Specified Default).
Waiver of Specified Default. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 4 below, the Administrative Agent and the Lenders hereby agree to waive the Default caused by a breach of Section 7.4(C) of the Credit Agreement for the fiscal quarter ending December 31, 2001 arising from the Company's failure to maintain a Fixed Charge Coverage Ratio of 1.20 to 1.00 or higher as of such date (the "Specified Default").
Waiver of Specified Default. Subject to the terms and conditions of this Amendment, the Agent and Lenders hereby waive the Specified Default and their rights to pursue the remedies available to them solely on account of the Specified Default. The waiver contained in this Section 1 shall (a) not constitute or be deemed to constitute a waiver (except as otherwise expressly set forth herein), of (i) any Default or Event of Default other than the Specified Default, or (ii) any term or condition of the Credit Agreement except as modified herein, (b) not constitute or be deemed to constitute consent by the Agent and Lenders to anything other than the specific purpose set forth herein, and (c) not constitute a custom or course of dealing among the parties hereto.
