Certain Waiver Sample Clauses

Certain Waiver. By their execution and delivery hereof, the Lenders hereby permanently waive, as of December 31, 1995, compliance with the minimum Current Ratio covenant pursuant to Section 5.09A of the Loan Agreement. Such waiver shall only be applicable in this specific instance and for the specific date, and shall not be deemed a waiver (or an agreement to grant a waiver) with respect to any other covenant or for any other time period.
Sample 1
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Certain Waiver. Lender hereby grants a waiver of Borrower’s compliance with (i) the Loan to Value Ratio, as provided in Section 7.2(r)(ii) of the Credit Agreement for the period beginning on March 31, 2009 and ending on the Maturity Date, (ii) the Projected Net Revenue 48 month test set forth in Section 10.1(b) of the Credit Agreement, for the period beginning on March 31, 2009 and ending on the Maturity Date and (iii) Section 5.1(d) of the Credit Agreement but only in regard to Borrower’s notice to Lender of the February - June 2009 Xxxxxx Matters (as defined on Schedule 4.1(h) attached hereto); provided, however, such limited waiver does not indicate an intent to establish any course of dealing between Lender and Borrower with regard to future consents or waivers that may be requested and such waiver should not be construed as an indication that Lender would be willing to agree to any further or future agreements, waivers, consents or any modifications to any of the terms of the Credit Agreement or other Loan Documents.
Sample 1
Certain Waiver. Each Lender hereby irrevocably agrees to forego, and waives any right to receive, any commissions or any other compensation or remuneration in connection with any capital it has provided to or for the benefit of operating Xxxx Xxx. Nothing in this section is intended to limit or deny the ability of any Lender to receive ordinary compensation for services rendered to or for the benefit of the Company or Xxxx Xxx.
Sample 1
Certain Waiver. (a) Effective upon the Closing, each member of Seller Group, on its behalf and on behalf of its Affiliates (collectively, the "Releasing Parties") hereby irrevocably waives, releases and discharges, absolutely and forever each Alias Company and each of its Subsidiaries, and its and their officers, directors and employees (other than any person who shall remain an employee of Seller Group on the Closing Date) (collectively, the "Released Parties"), from any and all Liabilities, other than those arising out of fraud or intentional misrepresentation, to Seller Group or the other Releasing Parties of any kind and nature whatsoever, whether in its or his capacity as an officer or director of any Alias Company or otherwise (including in respect of any rights of contribution or indemnification, other than compensation as an employee of the Business) in respect of facts, events, circumstances or conditions occurring or arising prior to the Closing, in each case whether absolute or contingent, liquidated or unliquidated, and whether arising under any agreement or understanding or otherwise at law or equity, whether in administrative proceedings or in arbitration and whether known or unknown, suspected or unsuspected, material or immaterial, absolute or contingent, direct or indirect or nominally or beneficially claimed or possessed and each of the Releasing Parties shall not seek to recover and hereby covenants, and any member of Seller Group shall cause each of the Releasing Parties to covenant, not to seek to recover any amounts in connection therewith or thereunder from the Released Parties. Effective upon the Closing, in no event shall the Released Parties have any liability, in the absence of fraud or intentional misrepresentation, to any of the Releasing Parties whatsoever for any breaches of the representations, warranties, agreements or covenants of any member of Seller Group, and, in the absence of fraud or intentional misrepresentation, none of the Releasing Parties shall in any event seek contribution from the Released Parties for any breaches of Seller Group's obligation to Buyer. (b) Each Releasing Party acknowledges that there is a possibility that subsequent to the execution of this Agreement, a Releasing Party will discover facts or claims which were unknown or unsuspected at the time this Agreement was executed, and which if known by each Releasing Party at that time may have materially affected each Releasing Party's decision to execute this Agree...
Sample 1
Certain Waiver. The Bank Parties hereby grant a limited one-time waiver, as specifically set forth herein, of Borrower's requirement to comply with the hedging covenant set forth in Section 5.35, as added to the Credit Agreement by the First Amendment thereto, as amended by the Second Amendment thereto, the Third Amendment and the Fourth Amendment thereto. The waiver set forth above shall be effective only until the earlier of: (i) the date on which the Administrative Agent, on behalf of the Required Banks, provides Borrower written notice that the covenant set forth in Section 5.35 is to be reinstated and (ii) the last Business Day of any period of ten (10) consecutive Business Days during which the 6-month NYMEX strip price for light, sweet crude oil has averaged less than or equal to $30.00 per barrel (the "Hedge Reinstatement Date"). Within five (5) days after the Hedge Reinstatement Date, Borrower shall enter into Hedge Agreements to satisfy the covenants set forth in Section 5.35. Borrower hereby acknowledges and agrees that the requirement to enter into such Hedge Agreements as provided herein is an affirmative covenant under Section 5.35, and the breach of such covenant shall entitle the Bank Parties to all rights and remedies under the Credit Agreement and the applicable Loan Documents. This limited one-time waiver is not intended to establish any course of dealing between the Bank Parties and Borrower, or to indicate any intention or agreement to grant future waivers of any non-compliance by Borrower with any of the terms of the Credit Agreement. Any future waivers must be in writing and signed by the Bank Parties, and any alleged waiver that is not in writing and signed by the Bank Parties shall be subject to the provisions of Section 9.07 of the Credit Agreement.
Sample 1
Certain Waiver. The Maker hereby waives diligence, demand, presentment -------------- for payment, protest, dishonor, nonpayment, default, and notice of any and all of the foregoing.
Sample 1
Certain Waiver. EXCEPT AS SET FORTH IN THE DEFINITION OF “DAMAGES”, EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, IRREVOCABLY WAIVES ANY RIGHTS THAT IT MAY HAVE TO PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, LOST PROFITS, DIMINUTION IN VALUE OR SIMILAR DAMAGES BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS OR ACTIONS OF ANY OF THEM RELATING THERETO.
Sample 1
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Certain Waiver 
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Related to Certain Waiver

  • Certain Waivers Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.

  • F2 Waiver The failure of either Party to insist upon strict performance of any provision of the Contract, or the failure of either Party to exercise, or any delay in exercising, any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by the Contract.

  • CHANGES IN OBLIGATIONS, CERTAIN WAIVERS (a) The Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of the Obligations, and may also make any agreement with Parent, Merger Sub or any Other Guarantor or any other person interested in the Transactions for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Merger Sub or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that the obligations of Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, any Other Guarantor or any other person interested in the Transactions, (ii) any change in the time, place or manner of payment of any portion of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any portion of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a discharge or release of Parent with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (vi) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a discharge of Parent with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement) or (viii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations. (b) To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any portion of the Obligations incurred and all other notices of any kind (other than notices to Parent or Merger Sub pursuant to the Merger Agreement or this Limited Guarantee), all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other person interested in the Transactions (including any Other Guarantor), and all suretyship defenses generally (other than defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or a breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. (c) The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and its Affiliates (which, for the avoidance of doubt, does not include the Founder Parties for purposes of this Limited Guarantee) not to institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, the Transactions or the Equity Commitment Letter between the Guarantor and Goliath Group Holdings Limited (the “Equity Commitment Letter” and together with the other equity commitment letters between each Other Guarantor and Goliath Group Holdings Limited, collectively, the “Equity Commitment Letters”), against the Guarantor or any Non-Recourse Party (as defined in Section 9), except for claims against the Guarantor under this Limited Guarantee (subject to the limitations described herein) and against the Other Guarantors under the Other Guarantees (subject to the limitations described therein). The Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and its Affiliates not to institute, directly or indirectly, any proceeding asserting or assert as a defense in any proceeding, subject to clause (ii) of the last sentence of clause (d) hereof, that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. (d) The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Merger Sub or any Other Guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including the right to take or receive from Parent, Merger Sub or any Other Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, whether matured or unmatured, or to be held as collateral for the Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee but subject Section 3(a), the Guaranteed Party hereby agrees that: (i) to the extent Parent and Merger Sub are relieved of any of their obligations with respect to the Parent Termination Fee, the Guarantor shall be similarly relieved of its Guaranteed Percentage of such obligations under this Limited Guarantee and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee (which in any event shall be subject to the Cap to the extent applicable) that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Obligations as well as any defenses in respect of fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any term hereof.

  • Non-Waiver Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach.

  • JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW 11.1 Governing Law; Choice of Forum; Service of Process;

  • Express Waiver I desire to expressly waive any claim of confidentiality as to any and all information contained within our response to the competitive procurement process (e.g. RFP, CSP, Bid, RFQ, etc.) by completing the following and submitting this sheet with our response to Education Service Center Region 8 and TIPS.

  • Revocation and Effect of Consents, Waivers and Actions Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder's Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Securityholder.

  • Amendment of Agreement This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

  • Amendment or Assignment of Agreement Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.

  • RELEASE AND WAIVER OF LIABILITY YOU HEREBY WAIVE, RELEASE, COVENANT NOT TO SUE AND FOREVER DISCHARGE BLUE CHIP AND ALL OTHER PERSONS ASSOCIATED WITH THE EVENT, FOR ALL LIABILITIES, CLAIMS, ACTIONS, OR DAMAGES THAT YOU MAY HAVE AGAINST THEM ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR REGISTRATION AND/OR PARTICIPATION IN THE EVENT, INCLUDING WITHOUT LIMITATION ANY LIABILITIES, CLAIMS, ACTIONS, OR DAMAGES CAUSED BY NEGLIGENCE OF THE ABOVE PARTIES (INCLUDING ANY NEGLIGENT RESCUE ATTEMPT), THE ACTION OR INACTION OF ANY OF THE ABOVE PARTIES, OR OTHERWISE. BLUE CHIP, ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BLUE CHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE BLUE CHIP SITES, PRODUCTS OR SERVICES;

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