APPROVALS AND WAIVERS. The Purchaser shall have obtained any and all approvals and waivers necessary for the consummation of the transactions contemplated hereby, each of which shall be in full force and effect as of the Closing.
APPROVALS AND WAIVERS. The Company shall have obtained any and all approvals and waivers necessary for the consummation of the transactions contemplated hereby, each of which shall be in full force and effect as of the Closing.
APPROVALS AND WAIVERS. 19.01. Whenever this Agreement requires the prior approval of Franchisor, Franchisee shall make a timely written request to Franchisor therefor, and such approval or consent shall be in writing.
19.02. Franchisor makes no warranties or guarantees upon which Franchisee may rely, and assumes no liability or obligation to Franchisee or any third party to which Franchisor would not otherwise be subject, by providing any waiver, approval, advice, consent, or suggestions to Franchisee in connection with this Agreement, or by reason of any neglect, delay, or denial of any request therefor.
19.03. No failure of Franchisor to exercise any power reserved to it in this Agreement, or to insist upon compliance by Franchisee with any obligation or condition in this Agreement, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of Franchisor's right to demand exact compliance with the terms of this Agreement. Waiver by Franchisor of any particular default shall not affect or impair Franchisor's right in respect to any subsequent default of the same or of a different nature, nor shall any delay, forbearance, or omission of Franchisor to exercise any power or rights arising out of any breach or default by Franchisee of any of the terms, provisions, or covenants of this Agreement, affect or impair Franchisor's rights, nor shall such constitute a waiver by Franchisor of any rights, hereunder or right to declare any subsequent breach or default. Subsequent acceptance by Franchisor of any payments due to it shall not be deemed to be a waiver by Franchisor of any preceding breach by Franchisee of any terms, covenants, or conditions of this Agreement.
APPROVALS AND WAIVERS. A. Approvals and consents by either party will not be effective unless evidenced by writing signed by such party. Either party’s consent, wherever required, may be withheld if any default by the other party exists under this Agreement.
B. Except as otherwise provided in any written agreement executed by Franchisor and Franchisee, Franchisor makes no warranties or guarantees upon which Franchisee may rely. Franchisor assumes no liability or obligation to Franchisee by providing any waiver, approval, consent or suggestion to Franchisee in connection with this Agreement or by reason of any delay or denial of any request therefor.
C. No failure of a party to exercise any power reserved to it by this Agreement, or to insist upon strict compliance by the other party with any obligation or condition hereunder, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of such party’s right thereafter to demand exact compliance with any of the terms herein. Waiver by a party of any particular default by the other party shall not affect or impair such party’s rights with respect to any subsequent default of the same, similar, or different nature; nor shall any delay, forbearance, or omission of a party to exercise any power or right arising out of any breach or default by the other party of any of the terms, provisions, or covenants hereof, affect or impair such party’s right to exercise the same.
APPROVALS AND WAIVERS. Certain provisions of this Code require you to act, or to refrain from acting, unless prior approval is received from the appropriate person. Employees requesting approval pursuant to this Code should request such approval in writing from the Compliance Officer. Approvals relating to Executive Officers and Directors must be obtained from the Company’s Board of Directors. All other approvals may be granted by the Compliance Officer, or such officer’s designee. Other provisions of this Code require you to act, or to refrain from acting, in a particular manner and do not permit exceptions based on obtaining an approval. Waiver of those provisions relating to Executive Officers, senior financial officers and Directors may only be granted by the Board of Directors.
APPROVALS AND WAIVERS. 21.1. Whenever this Agreement requires the prior approval or consent of Franchisor, Franchisee shall make a timely written request to Franchisor therefor, and such approval or consent must be obtained in writing.
21.2. Franchisor makes no warranties or guarantees upon which Franchisee may rely, and assumes no liability or obligation to Franchisee, by providing any waiver, approval, consent, or suggestion to Franchisee in connection with this Agreement, or by reason of any neglect, delay, or denial of any request therefor.
21.3. No delay, waiver, omission, or forbearance on the part of Franchisor to exercise any right, option, duty, or power arising out of any breach or default by Franchisee under any of the terms, provisions, covenants, or conditions hereof, shall constitute a waiver by Franchisor to enforce any such right, option, duty, or power as against Franchisee, or as to subsequent breach or default by Franchisee. Subsequent acceptance by Franchisor of any payments due to it hereunder shall not be deemed to be a waiver by Franchisor of any preceding breach by Franchisee of any terms, provisions, covenants, or conditions of this Agreement.
APPROVALS AND WAIVERS. 14.1 Whenever this Agreement requires the prior approval or consent of Franchisor, Developer shall make a timely written request to Franchisor therefor, and, except as may be otherwise expressly provided herein, such approval or consent must be obtained in writing and signed by an officer of Franchisor.
14.2 Franchisor makes no warranties or guarantees upon which Developer may rely and assumes no liability or obligation to Developer by providing any waiver, approval, consent, or suggestion to Developer in connection with this Agreement, or by reason of any neglect, delay, or denial of any request therefor.
14.3 No failure of Franchisor to exercise any right reserved to it in this Agreement or to insist upon strict compliance by Developer with any obligation or condition of this Agreement, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of Franchisor's right to exercise such right or to demand exact compliance with any of the terms of this Agreement. Waiver by Franchisor of any particular default by Developer shall not affect or impair Franchisor's rights with respect to any subsequent default of the same, similar, or different nature; nor shall any delay, forbearance, or omission of Franchisor to exercise any power or right arising out of any breach or default by Developer of any of the terms, provisions, or covenants of this Agreement affect or impair Franchisor's right to exercise the same; nor shall such constitute a waiver by Franchisor of any rights hereunder or rights to declare any subsequent breach or default and to terminate this Agreement prior to the expiration of its term.
APPROVALS AND WAIVERS. A. Whenever this Agreement requires the prior approval or consent of GNC or Rite Aid the party seeking consent shall make a timely written request therefor to the party whose consent is sought, and such approval or consent shall be obtained in writing.
B. Neither party makes any warranties or guarantees upon which the other may rely and assumes no liability or obligation to the other by providing any waiver, approval or consent in connection with this Agreement.
C. No delay, waiver, omission or forbearance on the part of either party to exercise any right, option, duty or power arising out of any breach or default, or by any of the terms, provisions or covenants hereof shall constitute a waiver of any such right, option or power against, or as to subsequent breach or default.
APPROVALS AND WAIVERS. 33 XX. NOTICES....................................................... 34
APPROVALS AND WAIVERS. (a) By entering into this Agreement, each Selling Shareholder hereby approves the Transaction pursuant to their approval rights under the Shareholders Agreement and the Constitution and waives any other rights they may have under the Shareholders Agreement or the Constitution in connection with such Transaction, in each case to the extent legally permissible. To the extent applicable, during the Restricted Period, each Selling Shareholder shall exercise its voting rights and powers available to it, and shall procure its appointed Directors (as the case may be) to approve such resolutions, as may be necessary to implement the transfer of the Purchased Shares and the issuance of the convertible notes in connection with the Signing Payment, the Additional Interim Payment and, if paid, the Additional Payment, to the Purchaser. In furtherance of the foregoing, each Selling Shareholder hereby irrevocably and unconditionally (i) consents to the completion of the Transaction contemplated in this Agreement and any other Transaction Documents, (ii) waives any anti-dilution right, preemptive right, right of first refusal, co-sale right, transfer restrictions, protective rights or other similar rights with respect to the Transaction contemplated in this Agreement any other Transaction Documents, and waives any applicable notice periods that it may be entitled to with respect to such transactions, whether such rights or notice periods are provided for under any contract to which such shareholder is a party or under the Constitution or the Shareholders Agreement, and (iii) acknowledges and agrees that the Transaction contemplated in this Agreement and any other Transaction Documents shall not constitute a Liquidation Event as defined in the Constitution.
(b) By entering into this Agreement, each Selling Shareholder hereby agrees and acknowledges that the issuance of the additional options set forth under the column “Issued Options (immediately prior to Closing)” in Schedule 1.1(d) has been duly approved or ratified by such Selling Shareholder pursuant to their approval rights under the Shareholders Agreement and the Constitution. Further, each Selling Shareholder hereby waives any rights it may have under the Shareholders Agreement or the Constitution in connection with such issuance; provided, however, that the Terminated Options set forth in Schedule 1.1(d) for Gxxx Xxx shall be deemed issued to him at Closing with the right to receive payment under Section 2.1(c), an...
