Common use of Limited Waiver Clause in Contracts

Limited Waiver. The Borrower hereby acknowledges that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) under the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 hereof, the Lenders hereby waive the Specified Events of Default. The Borrower acknowledges and agrees that the limited waiver contained in the foregoing sentence shall not be deemed to be or constitute a consent to any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing or hereafter arising) under the Credit Agreement or any other Loan Document.

Limited Waiver. The Borrower hereby acknowledges that (ia) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) under the Credit Agreement. Subject to the satisfaction of the terms and conditions set forth below in Section 3 hereof, the Agents and the Required Lenders hereby waive agree that each Specified Event of Default is hereby temporarily waived through and including the earlier to occur of (i) the date that any Event of Default (other than a Specified Events Event of Default. The Borrower acknowledges and agrees that ) occurs under the limited waiver contained in the foregoing sentence shall not be deemed to be or constitute a consent to any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in the Credit Financing Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence (ii) a breach of any Milestone or other Default or covenant under Section 3 hereof, and (iii) October 13, 2023 (such period, the “Waiver Period”). (b) Notwithstanding the terms of Sections 2(a), in the event that any Specified Event of Default has not been resolved in a manner acceptable to the Required Lenders on or before the expiration of the applicable Waiver Period, (whether now existing or hereafter arisingi) the waiver provided in Section 2(a) shall terminate immediately, (ii) the Borrower shall not be permitted to exercise the Cure Right provided under Section 9.02 of the Financing Agreement with respect to the Section 7.03(a) Event of Default, and (iii) the applicable Specified Event of Default shall be deemed to have occurred and be continuing from as of the date originally set forth in the recitals hereto in respect of such Specified Event of Default for all purposes of the Financing Agreement and the other Loan Documents (including, for the avoidance of doubt, Sections 2.04(c) and 9.01(a) of the Financing Agreement). The Loan Parties further agree that, at all times during the Waiver Period, and notwithstanding anything to the contrary set forth in the Financing Agreement, the Loan Parties shall not consummate any “Permitted Acquisition” under the Credit Financing Agreement or any other Loan Document.undertake

Limited Waiver. The Borrower hereby acknowledges that Subject to the terms and conditions hereof, and without limiting the requirement set forth in Section 7.6(g) of the Credit Agreement (i) certain Persons who constituted a “Subsidiary” (prior to after giving effect to this Amendment) failed to execute ), following the Guaranty and Pledge Agreement on and after the Closing Date (through the date occurrence of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) under the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 hereofThird Amendment Effective Date, the undersigned Lenders hereby waive the Specified Events requirement that the Borrower prepay the Loans pursuant to Section 2.12(a) of Defaultthe Credit Agreement solely with respect to the Net Cash Proceeds received by the Borrower in respect of the Propel Disposition. The waiver set forth in the foregoing sentence is a one-time waiver and is limited to the extent specifically set forth above and no other terms, covenants or provisions of the Credit Agreement or any other Loan Document are intended to be affected hereby all of which remain in full force and effect. The Borrower acknowledges and agrees that the limited waiver contained in the foregoing sentence this Section 4 shall not be deemed to be or constitute a consent to any future action or inaction on the part of the BorrowerBorrower or any other Loan Party, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in the Credit Agreement or any of the other Loan DocumentDocuments, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Event of Default or any other event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default (whether now existing or hereafter arising) under the Credit Agreement or any other Loan Document.

Limited Waiver. The Borrower In reliance on the representations, warranties, covenants and agreements contained in this Fourth Amendment, the receipt and sufficiency of which are hereby acknowledges that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty acknowledged and Pledge Agreement on confessed, and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) under the Credit Agreement. Subject subject to the satisfaction of the conditions set forth condition precedent in Section 3 7 hereof, the Lenders party hereto hereby waive the Specified Events of Default. The Borrower acknowledges and agrees Defaults; provided that the limited waiver nothing contained in the foregoing sentence shall not be deemed to be herein, nor any past indulgence by Administrative Agent or constitute a consent to any future Lender nor any other action or inaction on the part behalf of the BorrowerAdministrative Agent or any Lender, shall not waive or amend (constitute or be deemed to be or constitute a consent to, or waiver of or amendment to) of, any other covenantaction or inaction of the Borrower or any of the other Credit Parties which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document, term or which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document, nor shall this Fourth Amendment constitute a course of conduct or dealing among the parties. The Administrative Agent and the Lenders shall have no obligation to grant any future waivers, consents or amendments with respect to any provision in of the Credit Agreement or any other Loan Document, and the parties hereto agree that the limited waiver provided herein shall solely constitute a one-time waiver of the Specified Defaults, and shall not hinderwaive, restrict affect or otherwise modify the rights and remedies diminish any right of the Administrative Agent or and the Lenders following the occurrence of any other Default or Event of Default (whether now existing or to hereafter arising) under demand strict compliance with the Credit Agreement or any and the other Loan DocumentDocuments. For the avoidance of doubt, the limited waiver provided for in this Section 2 does not extend to, and shall not be construed as, a waiver of any Specified Default Interest (as defined below).

Limited Waiver. The Borrower hereby acknowledges that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to In reliance on the representations, warranties, covenants and agreements contained in this Amendment) failed , and subject to execute the Guaranty terms and Pledge Agreement on conditions set forth below in this Section 2 and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) under the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Lenders hereby waive the Specified Events Potential Default; provided that, this limited waiver is expressly limited as follows: (a) such waiver is limited solely to the Potential Default and shall not constitute a waiver of any other Default or Event of Default, whether now existing or hereafter arising, under the Credit Agreement or any other Loan Document, (b) such waiver shall not apply with respect to any other violation or breach of Section 7.11(c) of the Credit Agreement that has occurred or may occur from time to time hereafter, and (c) such waiver is a limited one-time waiver, and nothing contained herein shall be deemed a consent to, or waiver of, any other action or inaction of Borrower or the other Credit Parties which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document, or which constitutes (or would constitute) a Default or Event of Default. The Borrower acknowledges and agrees that the limited waiver contained in the foregoing sentence nothing herein shall not be deemed to be or constitute construed as a consent to any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a continuing waiver of or amendment to) any other covenant, term or provision in provisions of the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify . Neither the rights and remedies of Lenders nor the Administrative Agent shall be obligated to grant any future waivers, consents or the Lenders following the occurrence of amendments with respect to any other Default or Event provision of Default (whether now existing or hereafter arising) under the Credit Agreement or any other Loan Document.

Limited Waiver. The Borrower hereby acknowledges Holdings and the Borrowers acknowledge that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Specified Event of Default (has occurred and is continuing, and represent and warrant that as of the “Specified date hereof, no Defaults or Events of Default have occurred and are continuing other than the Specified Event of Default”) under the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 hereofbelow, and in reliance on the representations and warranties set forth in Section 4 below, the Required Lenders hereby waive the Specified Events Event of Default; provided, that Holdings and the Borrowers deliver the Audited 2016 Financial Statements to the Administrative Agent in accordance with Section 5.1(a) of the Credit Agreement, as amended by this Amendment. The Borrower acknowledges and agrees that the This is a limited waiver contained in the foregoing sentence and shall not be deemed to be (a) waive, release, modify or constitute a consent limit the obligations of Holdings or any Borrower to any future action or inaction on the part otherwise comply with all terms and conditions of the BorrowerCredit Agreement and the other Loan Documents, shall not (b) waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenantexisting or future Default or Event of Default, term or provision (c) prejudice any right or remedy that the Administrative Agent or any Lender may have presently or in the future under or in connection with the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify the Document (all of which rights and remedies of are expressly reserved), in each case, except at expressly provided herein. This waiver shall be effective only in this specific instance and for the Administrative Agent or the Lenders following the occurrence of specific purpose for which this waiver is given. This waiver shall not entitle Holdings nor any Borrower to any other Default or Event of Default (whether now existing further waiver in any similar or hereafter arising) under the Credit Agreement or any other Loan Documentcircumstances.

Limited Waiver. The Borrower hereby acknowledges and agrees that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date each of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) , if not for the waiver in the immediately succeeding sentence, have occurred under the Credit Existing Loan Agreement. Subject to the satisfaction terms and conditions of this Agreement and the conditions set forth in Section 3 hereofother Transaction Documents, the Agent and Required Lenders under the Existing Loan Agreement hereby waive the Specified Events of DefaultDefaults. The Borrower acknowledges and agrees parties hereto agree that the limited waiver contained set forth in the foregoing sentence this Section 11.27 shall be limited precisely as written and, except as expressly set forth in this Section 11.27, shall not be deemed to be or constitute a consent to any future action amendment, waiver, or inaction on modification of any other term or condition of this Agreement or any other Transaction Document. For purposes of this Section 11.27, “Specified Events of Default” shall mean any Event of Default pursuant to Section 9.01 resulting, prior to the part date hereof, from the failure of the Borrower to cause a UCC financing and/or continuation statements naming the Borrower as debtor, the Collateral Agent as secured party, and covering all assets of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision on file in the Credit State of Delaware as required pursuant to the Security Agreement or any and the other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing or hereafter arising) under the Credit Agreement or any other Loan Document.Transaction Documents. [Signature Pages Follow]

Limited Waiver. The Borrower hereby acknowledges that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) under the Credit Agreement. Subject to Upon the satisfaction of the conditions set forth in Section 3 hereof4.02, the undersigned Lenders hereby waive any Defaults or Events of Default arising from the Specified matters described on Schedule 3.10 or from Borrower's failure (i) to make the principal payment on the Term Loans due on Xxxxx 00, 0000, (xx) to comply with Sections 5.04(a), (b), (c), (d) and (e) of this Agreement with respect to the fiscal year ending on or about December 28, 2001 and/or the first fiscal quarter in 2002 and (iii) to be in compliance with the financial covenants through and including the date on which this Agreement becomes effective pursuant to Section 4.02 hereof (collectively, the "Existing Events of Default"). The Without limiting the generality of the provisions of the covenants set forth in this Agreement, the waiver set forth herein shall be limited precisely as written and relates solely to the noncompliance by the Borrower acknowledges and agrees that with the limited waiver contained provisions of the covenants set forth in this Agreement with respect to the Existing Events of Default in the foregoing sentence manner and to the extent described in this paragraph, and nothing in this paragraph shall not be deemed to be or constitute a consent to any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or a) constitute a waiver of compliance by Borrower with respect to (i) the covenants set forth in this Agreement in any other instance or amendment to(ii) any other covenantterm, term provision or provision in the Credit condition of this Agreement or any other Loan Document, and shall not hinder, restrict instrument or otherwise modify the rights and remedies of agreement referred to therein or (b) prejudice any right or remedy that the Administrative Agent, the Collateral Agent or any Lender may now have (except to the Lenders following extent such right or remedy was based upon existing defaults that will not exist after giving effect to this waiver) or may have in the occurrence of any other Default future under or Event of Default (whether now existing or hereafter arising) under in connection with the Credit Agreement or any other Loan Documentinstrument or agreement referred to therein.

Limited Waiver. The Borrower Upon satisfaction of the conditions and covenants set forth in Sections 3.01 and 3.02 of this Amendment, Lender hereby acknowledges that consents to (i) the transfer by Lowrance of certain Persons who constituted a “Subsidiary” of its Inventory and Equipment to the leased manufacturing facility of.Electronica Lowrance De Mexico S.A. De C.V. located in Ensenado, Mexico (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date of the effectiveness of this Amendment) "Mexican Manufacturing Facility"), and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fundthe transfer into the Guaranty Trust by Lowrance of (A) all issued and outstanding capital stock of Electronica Lowrance De Mexico S.A. De C.V. now or hereafter owned by Lowrance and (B) all of its Inventory, L.P. Equipment and its general partnerother Collateral now or hereafter situated at the Mexican Manufacturing Facility (collectively, Xxxxx Xxxxxxx Investment Management LLCthe "Transfer"), incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”iii) under the Credit Agreement. Subject consents to the satisfaction deregistration of Lowrance Australia and the conditions set forth in Section 3 hereof, the Lenders hereby waive the Specified Events transfer by Lowrance Australia of Default. The Borrower acknowledges all of its Properties to Lowrance and agrees that the limited waiver contained in the foregoing sentence shall not be deemed to be or constitute a consent to (iv) waives any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing or hereafter arising) under the Credit Loan Agreement or which would otherwise arise under the Loan Agreement solely by reason of the consummation of the Transfer and such deregistration. Except as specifically provided in this Article IV, nothing contained in this Amendment shall be construed as a waiver by Lender of any covenant or provision of the Loan Agreement, the Other Agreements, this Amendment, or of any other contract or instrument between Borrower and Lender, and the failure of Lender at any time or times hereafter to require strict performance by Borrower of any provision thereof shall not waive, affect or diminish any right of Lender to thereafter demand strict compliance therewith. Lender hereby reserves all rights granted under the Loan DocumentAgreement, the Other Agreements, this Amendment and any other contract or instrument between Borrower and Lender.

Limited Waiver. The Borrower hereby acknowledges that (i) certain Persons who constituted Deltic Real Estate Investment Company, a “Subsidiary” (prior to giving effect to this Amendment) failed to execute Subsidiary Loan Party, filed a Certificate of Dissolution with the Guaranty and Pledge Agreement Delaware Secretary of State on and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities FundApril 20, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, 2009 resulting in an Event of Default (the “Specified Events Event of Default”) under Section 7.3(a) of the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 6 hereof, the Lenders hereby waive the Specified Events Event of DefaultDefault arising from the Borrower’s failure to comply with the requirements of Section 7.3(a) of the Credit Agreement. The Borrower acknowledges and agrees that the limited waiver contained in the foregoing sentence shall not be deemed to be or constitute a consent to any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing or hereafter arising) under the Credit Agreement or any other Loan Document.