Certain Consents and Waivers. Borrower hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable law, including limitations on the recovery of a deficiency under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New York, and all defenses based on any loss, whether as a result of any such sale or otherwise, of Borrower’s right to recover any amount from any Project Company, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Agent to pursue any Project Company or any other Person, or to proceed against or exhaust any security held by Security Agent, or to pursue any other remedy before proceeding against Borrower; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent or the Secured Parties may have against any Project Company, and all rights to participate in any security held by Security Agent until the Obligations have been satisfied in full; (iv) all rights to require Security Agent to give any notices of any kind, including notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided in the Financing Documents; (v) all rights to assert the bankruptcy or insolvency of Borrower or any Project Company as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Borrower’s Obligations hereunder if any Project Company’s Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower, any Project Company or any Person, the repudiation of the Financing Documents by Borrower, any Project Company or any Person, or the failure by Security Agent or the Secured Parties to enforce any claim against Borrower or any Project Company, or the unenforceability in whole or in part of any Financing Documents; and (viii) all suretyship and guarantor’s defenses generally. Borrower further agrees that upon an Event...
Certain Consents and Waivers. (a) Borrower hereby consents to all assignments and transfers contained herein or contemplated hereby.
(b) Each of the Prior Lender and the New Lender hereby consents to and waives any Event of Default (as defined in the Loan Agreements (including as amended by the Amendments)) that may be triggered in connection with the Contribution, in each case for all purposes under the Loan Agreements (including as amended by the Amendments).
Certain Consents and Waivers. (a) Each of CTS, the Abbotts, and Soren (collectively, the "CTS Parties") acknowledges and consents to each of the assignments and transfers referred to in this Agreement, including without limitation the assignments and transfers referred to in the Recitals to this Agreement.
(b) Each of the CTS Parties acknowledges and certifies that, as of the date hereof, no default or Event of Default exists under any of the Note Documents, nor would a default or Event of Default exist thereunder with notice or the passage of time or both.
(c) CTS acknowledges and agrees that it has waived the effect of Section 4.10 of the Security Agreement and that such Section is of no further force or effect.
(d) Each of the CTS Parties represents and warrants to, and agrees with, each of Tel-Save, the Trust, and the Subsidiary (collectively, the "Other Parties") that, at the date hereof: (i) none of the Other Parties is in default under any of the Note Documents; (ii) none of the CTS Parties has suffered any damage under any of the Note Documents, and none of the CTS Parties has, under any of the Note Documents, any cause of action, right of set-off or counterclaim, or any other claim of any nature whatsoever under any of the Note Documents against any of the Other Parties or any director, officer, attorney, agent, employee, or affiliate of any of the Other Parties (collectively, "CTS Parties' Claims"); and (iii) each of the CTS Parties hereby waives and relinquishes any and all CTS Parties' Claims.
(e) Each of the Other Parties represents and warrants to, and agrees with, each of the CTS Parties that, at the date hereof: (i) none of the CTS Parties is in default under any of the Note Documents; (ii) none of the Other Parties has suffered any damage under any of the Note Documents, and none of the Other Parties has, under any of the Note Documents, any cause of action, right of set-off or counterclaim, or any other claim of any nature whatsoever under any of the Note Documents against any of the CTS Parties or any director, officer, attorney, agent, employee, or affiliate of any of the CTS Parties (collectively, "Other Parties' Claims"); and (iii) each of the Other Parties hereby waives and relinquishes any and all Other Parties' Claims.
(f) CTS agrees that the Security Agreement remains in full force and effect on the date hereof and that its force and effect will not be affected by any of the transactions contemplated hereby, subject only to the express confirmation of the prio...
Certain Consents and Waivers. 35 EXHIBITS Exhibit A -- Form of Notice of Borrowing Exhibit B -- Form of Notice of Continuation/Conversion Exhibit C -- Form of Note Exhibit D -- Form of Guaranty Exhibit E -- Form of Pledge Agreement CREDIT AGREEMENT This Credit Agreement dated as of August 23, 1996 (as amended, supplemented or modified from time to time, this "Agreement") is entered into among Pegasus Polymers International Inc., a Connecticut corporation (the "Borrower") and Citibank, N.A. (the "Lender").
Certain Consents and Waivers. 13.18. Counterparts; Effectiveness; Inconsistencies 13.19.
Certain Consents and Waivers. Purchaser acknowledges that certain consents and waivers with respect to the transactions contemplated by this Agreement may be required from parties to the Contracts, Governmental Entities or other Persons and that such consents and waivers have not been obtained. Seller shall not have any liability to Purchaser or the Companies arising out of or relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement or because of the termination of any Contract or revocation, suspension or termination of any Permit as a result thereof.
Certain Consents and Waivers. Each Tranche B Term Loan Lender hereby consents to an Interest Period beginning on the Amendment No. 1 Effective Date and ending on September 30, 2016, in respect of the Borrowing or exchange into Tranche B Term Loans, which shall initially constitute Eurodollar Loans, on the Amendment No. 1
Certain Consents and Waivers. Notwithstanding the items disclosed in Section 2.05(b) of the Company Disclosure Letter, Purchaser acknowledges that only the Material Consents shall have been obtained prior to the Closing Date and certain consents and waivers other than the Material Consents with respect to the transactions contemplated by this Agreement may be required from parties to the Contracts, Governmental Entities or other Persons and that such consents and waivers have not been obtained. Except for the Material Consents, Seller shall not have any liability to Purchaser or the Company arising out of or relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement or because of the termination of any Contract or revocation, suspension or termination of any Permit as a result thereof.
Certain Consents and Waivers. (a) Pledgor consents and agrees that Collateral Agent may at any time, or from time to time, in its discretion and in accordance with the terms of the Credit Agreement, renew, extend or change the time of payment, and/or the manner, place or terms of payment of all or any part of the Secured Obligations.
(b) Pledgor hereby waives notice of acceptance of this Agreement, and also presentment, demand, protest and notice of dishonor of any and all of the Secured Obligations, and promptness in commencing suit against any party hereto or liable hereon, and in giving any notice to or of making any claim or demand hereunder upon Pledgor. No act or omission of any kind on Collateral Agent’s part shall in any event affect or impair this Agreement.
Certain Consents and Waivers. The parties hereto acknowledge the extent of the prior and existing representations by counsel of the parties hereto and of the parties to this Agreement and the Amended and Restated Investor Rights Agreement and have affirmatively consented to Xxxxx Day’s representation of the WLR Group and Xxxxxx, Xxxxx & Bockius LLP’s representation of the Company, in both cases in connection with this Agreement and the Amended and Restated Investor Rights Agreement, the transactions contemplated hereby and thereby, and any related or unrelated transactional or litigation matters now existing or arising in the future. The parties waive any objection to such representations, any conflict of interest or other basis for precluding, challenging or otherwise disqualifying the above-referenced firms from such representations based on any prior or existing representation by either such firm, and agree that no such objection, conflict of interest or other basis for precluding, challenging or otherwise disqualifying the above-referenced firms from representing their respective clients will be asserted by either party if litigation among the parties hereto, or any of them, proceeds or develops, whether or not the transactions contemplated hereby are or have been consummated. Each party has had the opportunity to consult with counsel concerning this waiver, and confirms that its consent is voluntary, fully informed and to be relied upon by the other party hereto and the above-referenced firms.
