Certain Permitted Actions. Notwithstanding anything in this Agreement (including Sections 6.1(a) and (b) above) to the contrary, Buyer consents and agrees as follows:
Certain Permitted Actions. To the extent permitted by law or the Loan Documents, each of the Agent and any Bank may, from time to time, whether before or after any discontinuance of this Guaranty, at its sole discretion and without notice to any Guarantor, take any or all of the following actions without impairing its rights arising hereunder: (a) retain or obtain a lien upon or a security interest in any property to secure any of the Guaranteed Liabilities, (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to such Guarantors' obligations, with respect to any of the Guaranteed Liabilities, (c) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Guaranteed Liabilities, or release or compromise any obligation of any Obligor under any Loan Document or any obligation of any nature of any other obligor with respect to any of the Guaranteed Liabilities, (d) release or fail to perfect its lien upon or security interest in, or impair, surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Guaranteed Liabilities, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property, and (e) resort to any Guarantor for payment of any of the Guaranteed Liabilities, whether or not the Agent or the Banks (i) shall have resorted to any property securing any of the Guaranteed Liabilities or (ii) shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Guaranteed Liabilities (all of the actions referred to in preceding CLAUSES (i) and (ii) being hereby expressly waived by each Guarantor to the fullest extent permitted by Applicable Law).
Certain Permitted Actions. Amendments to the Agreement; Additional Covenants...............36 SECTION 9.02. Ratification of Agreement..................................................................39 SECTION 9.03. Counterparts...............................................................................39 SECTION 9.04. Dealer Concentrations......................................................................39 SECTION 9.05. The Certificates...........................................................................39 SECTION 9.06. GOVERNING LAW..............................................................................39 EXHIBIT A Form of Series 2000-B Certificate...........................................................A-1 SERIES 2000-B SUPPLEMENT dated as of October 23, 2000 (the "Series Supplement"), among DAIMLERCHRYSLER WHOLESALE RECEIVABLES COMPANY LLC, a Delaware limited liability company, as Seller, CHRYSLER FINANCIAL COMPANY L.L.C., a Michigan limited liability company, as Servicer, and THE BANK OF NEW YORK, a New York banking corporation, as Trustee.
Certain Permitted Actions. The Administrative Agent or any other Lender Party may, from time to time, at its sole discretion and without notice to any Subsidiary Guarantor, take any or all of the following actions without affecting the obligations of the undersigned hereunder: (a) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the undersigned, with respect to any of the Liabilities, (b) extend or renew any of the Liabilities for one or more periods (whether or not longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of any of the undersigned hereunder or any obligation of any nature of any other obligor with respect to any of the Liabilities, and (c) resort to the undersigned (or any of them) for payment of any of the Liabilities when due, whether or not the Administrative Agent or such other Lender Party shall have proceeded against any other of the undersigned, the Company or any other obligor primarily or secondarily obligated with respect to any of the Liabilities.
Certain Permitted Actions. Notwithstanding the limitations and restrictions set forth elsewhere in this Agreement:
Certain Permitted Actions. Notwithstanding anything to the contrary in this Agreement, (i) none of the provisions of this Agreement shall restrict the Executive from taking, or refraining from taking, any action solely in his capacity as director or officer of the Company; (ii) the obligations of the Stockholders set forth in Section 1(a) (other than clause (ii) of the first sentence thereof) and Section 1(b) shall not apply to any Takeover Proposal other than the Transactions as described in the Merger Agreement, whether or not such Takeover Proposal is deemed to be a Superior Proposal and (iii) the obligations of the Stockholders set forth herein are subject to the condition that the Merger Agreement not be amended, modified or waived by the parties thereto in any manner that could reasonably be expected to materially adversely impact the Stockholders, without the prior written consent of the Stockholders with respect to such amendment, modification or waiver.
Certain Permitted Actions. Notwithstanding anything in this Agreement (including Sections 6.1(a) and (b) above) to the contrary, the Charter Parties consent and agree as follows:
Certain Permitted Actions. Notwithstanding Section 5.2(a) and 5.2(b), (i) nothing in this Section 5.2 requires that any Acquired Company make any capital expenditure and (ii) this Agreement will not prevent or otherwise restrict any Acquired Company from doing any of the following:
Certain Permitted Actions. Notwithstanding Sections 6.4(a) (No Solicitation or Negotiation) and 6.4(b) (Notice) or any other provision of this Agreement to the contrary, at any time prior to the Approval Time, if (i) the Company or any of its Subsidiaries receives an unsolicited bona fide offer that is an Acquisition Proposal from a third party, (ii) neither the Company nor its Subsidiaries nor any of their respective Representatives shall have directly or indirectly violated or breached any of the provisions set forth in Sections 6.4(a) (No Solicitation or Negotiation), 6.4(b) (Notice) or Section 6.6(b) (Company Board Recommendation and Other Actions), in a manner that resulted in the submission of such Acquisition Proposal, (iii) the Company Board determines in good faith, after consultation with its financial advisors and outside counsel, that such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal and (iv) after consultation with its outside counsel, the Company Board determines in good faith that such action is necessary to comply with its fiduciary duties to the stockholders of the Company under applicable Law, the Company Board may (directly or through the Company’s Representatives) (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such proposal, and (B) participate in negotiations regarding such proposal; provided that the Company (x) shall not, and shall not allow any of its Subsidiaries or any Representative of any the Company or its Subsidiaries to, disclose any information to such Person without first entering into a confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of any of the Company or its Subsidiaries, which shall contain terms at least as restrictive on such other Person as those contained in the Confidentiality Agreement and (y) shall promptly provide to Parent or its Representatives any information concerning the Company or its Subsidiaries provided to such other Person which was not previously provided to Parent.
Certain Permitted Actions. Amendments to the Agreement; Additional Covenants;................15 SECTION 9.02. Ratification of Agreement....................................................................18 SECTION 9.03. Counterparts.................................................................................18 SECTION 9.04. Dealer Concentrations........................................................................18 SECTION 9.05. The Certificates; Restrictions on Transfer...................................................18 SECTION 9.06. GOVERNING LAW................................................................................18 EXHIBIT A Form of Series 2002-CC Certificate..........................................................A-1 EXHIBIT B Form of Distribution Date Statement.........................................................B-1 SCHEDULE 1 Location of Excess Funding Account
