Authorizations and Waivers Sample Clauses

Authorizations and Waivers. All Consents of any competent Governmental Authority or of any other Person that are required to be obtained by any Warrantor in connection with the consummation of the transactions contemplated by the Transaction Documents shall have been duly obtained and effective as of the Closing. The Group Companies have obtained the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Series F Preferred Shares and the Conversion Shares upon conversion thereof at the Closing.
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Authorizations and Waivers. Guarantor waives, to the fullest extent permitted by law, all rights and defenses that are or may become available to Guarantor by reason of Civil Code section 2787 to 2855, inclusive. In addition, Guarantor waives, to the fullest extent permitted by law, any defense arising as a result of Creditor's election of the application of 11 United States Code §1111(b)(2) in any proceeding instituted under Title 11 of the United States Code and any defense based on any borrowing or grant of a security interest under 11 United States Code §364. Guarantor acknowledges that he/she has discussed with legal counsel the effect of the above waivers on rights and remedies he/she might otherwise have.
Authorizations and Waivers. Borrower consents to, waives notice of, and authorizes and agrees that none of the following, on one or any number of occasions, will affect Borrower's liability:
Authorizations and Waivers. Without prejudice of any other authorizations that may be applicable: (i) obtaining the relevant waivers that may be required in relation with any covenants or provisions set forth in the respective existing financial agreements (the “Financial Agreements”), and/or (ii) the prior execution of the relevant facilities that may be needed in order to refinance, if required, the current Financial Agreements.
Authorizations and Waivers. (a) Each Guarantor waives any right to require Lender to: (i) proceed against any other Loan Party or any other Person; (ii) marshal assets or proceed against or exhaust any security held from any of the Loan Parties or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other Disposition of real or personal property securing the Obligations; (iv) take any other action or pursue any other remedy in Lender’s power; (v) provide notice to such Guarantor of acceptance of this Guaranty, the incurrence by any Loan Party of any Obligations, the dishonor or nonpayment or nonperformance or protest of any Obligations, Xxxxxx’s intent to accelerate or Xxxxxx’s acceleration of any of the Obligations, or of any suit or other action by Lender against Loan Parties or any other Person; or (vi) make any presentment or demand for payment.
Authorizations and Waivers 

Related to Authorizations and Waivers

  • Consents and Waivers No consent or waiver expressed or implied by either Party in respect of any breach or default by the other in the performance by such other of its obligations hereunder shall:

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Modifications and Waivers No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

  • Extensions and Waivers At any time prior to the Closing, the parties hereto entitled to the benefits of a term or provision may (a) extend the time for the performance of any of the obligations or other acts of the parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered pursuant hereto, or (c) waive compliance with any obligation, covenant, agreement or condition contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument or instruments in writing signed by the party against whom enforcement of any such extension or waiver is sought. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement.

  • Consents Amendments and Waivers Any term of this Agreement may be amended, and the observance of any term hereof may be waived (either generally or in a particular instance), only with the written consent of the 63% in Interest Purchasers and the written consent of the Company. Any amendment or waiver effected in accordance with this Section 8.8 shall be binding upon each of the parties hereto.

  • Approvals, Consents and Waivers Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

  • Amendments and Waivers (a) If the ICANN Board of Directors determines that an amendment to this Agreement (including to the Specifications referred to herein) and all other registry agreements between ICANN and the Applicable Registry Operators (the “Applicable Registry Agreements”) is desirable (each, a “Special Amendment”), ICANN may adopt a Special Amendment pursuant to the requirements of and process set forth in this Section 7.6; provided that a Special Amendment may not be a Restricted Amendment.

  • Variations and Waivers 22.1 No variation of this Agreement shall be effective unless made in writing signed by or on behalf of all the parties and expressed to be such a variation.

  • Amendments; Consents and Waivers No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller shall provide the Indenture Trustee and each Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor of all of its right, title and interest in and to each Timeshare Loan to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreement.

  • Authorization and Consents All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Security Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

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