Certain Waivers and Agreements Sample Clauses

Certain Waivers and Agreements. Effective as of the Effective Time (as defined below), the Holder hereby waives (the “Waiver”), in part, the Securities Purchase Agreement and the Warrants such that (a) the Monroe Warrants and the Series C Warrants (as defined below, respectively) (and any underlying shares of Common Stock) shall be deemed to be Excluded Securities for all purposes of the Securities Purchase Agreement, (b) the Series C Warrants (and any underlying shares of Common Stock) and the issuance of up to 5,016,704 shares of Common Stock (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) pursuant to the Monroe Warrants (but not any issuances of Common Stock pursuant to the Monroe Warrants in excess of 5,016,704 shares (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events)) shall (i) be Excluded Securities for all purposes of the Warrants and (ii) shall not result in any adjustment to the exercise price of the Warrants (except as expressly set forth in Section 2 of this Agreement) and (c) the issuance of the Monroe Warrants and the Series C Warrants (and any underlying shares of Common Stock, respectively) and the registration of the Monroe Warrant Shares shall not (i) violate Sections 4(m) or 4(n) of the Securities Purchase Agreement, or (ii) give rise to any participation rights under Section 4(q) of the Securities Purchase Agreement; provided, that the Company shall not include the Monroe Warrant or the Monroe Warrant Shares on any registration statement filed with the SEC until sixty (60) calendar days after the date of the closing of the Extension.
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Certain Waivers and Agreements. Effective as of the Effective Time, the Holder hereby grants the Waivers. In conjunction therewith, the Holder shall exercise 700,000 Series B Warrants for an aggregate exercise price of $1,050,000 (thus resulting in a net cash payment to the Holder of $950,000 at the Effective Time after taking into effect the Waiver Fee (as defined below); the Shares issued as a result of this exercise, the “Series B Exercised Warrant Shares”). The Company shall credit to the balance account of the Holder with The Depository Trust Company through its Deposit / Withdrawal at Custodian system pursuant to written instructions from the Holder, the Series B Exercised Warrant Shares pursuant to Section 1 of the Series B Warrants. On or prior to the Effective Time, the Holder and the Company shall execute and deliver that certain side letter in the form attached hereto as Exhibit A (the “Exchange Cap Side Letter”. Except for the Waivers and as set forth in the Exchange Cap Side Letter, nothing herein shall be deemed to amend, modify or waive any agreement in which the Company and the Holder are a party or any security issued by the Company to the Holder.
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Certain Waivers and Agreements. (a) Agent and each Lender agrees that, notwithstanding anything to the contrary herein or in any other Financing Document, after giving effect to the terms of this Agreement, (i) no Default or Event of Default has occurred and is continuing under Sections 10.1(l)(iv) or (n) of the Credit Agreement and (ii) any Default or Event of Default under Sections 10.1(c), (l)(iv) or (n) of the Credit Agreement that may have occurred on or prior to the date hereof is hereby waived ab initio, in each case, directly relating to, the Borrowers’ XCUR-FXN preclinical program described in Parent’s Form NT 10-Q and Form 10-Q filed with the SEC on November 15, 2021 and November 19, 2021, respectively.
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Certain Waivers and Agreements. (a) As to the obligations evidenced by this Note, the Borrower (1) waives demand, presentment, protest, notice of protest, suit and all other requirements necessary to hold liable the Borrower; (2) waives all exemptions of personal property secured to the Borrower under the Constitution and laws of the State of Alabama or any other state; and (3) agrees to pay all costs of collection, including a reasonable attorney’s fee, in the event default should be made in the payment of any of the obligations evidenced by this Note.
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Certain Waivers and Agreements 
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Related to Certain Waivers and Agreements

  • 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.

  • Waivers and Further Agreements Any waiver of any terms or conditions of this Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof; provided, however, that no such written waiver, unless it, by its own terms, explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provision being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as the other party may reasonably require in order to effectuate the terms and purposes of this Agreement.

  • Disclaimers and Waivers LESSOR AND LESSEE AGREE THAT THE DISCLAIMERS, WAIVERS AND CONFIRMATIONS SET FORTH IN CLAUSES 16.1 TO 16.4 BELOW SHALL APPLY AT ALL TIMES DURING THE TERM. LESSEE'S ACCEPTANCE OF THE AIRCRAFT IN ACCORDANCE WITH SECTION 4.3 SHALL BE CONCLUSIVE EVIDENCE THAT -58- LESSEE HAS FULLY INSPECTED THE AIRCRAFT AND EVERY PART THEREOF AND THAT THE AIRCRAFT, THE ENGINES, THE PARTS AND THE AIRCRAFT DOCUMENTS AND RECORDS ARE TECHNICALLY ACCEPTABLE TO LESSEE AND SATISFY THE DELIVERY CONDITION REQUIREMENTS AND ARE IN SUITABLE CONDITION FOR DELIVERY TO AND ACCEPTANCE BY LESSEE.

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • Certain Covenants and Agreements The Company hereby covenants and agrees that:

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

  • Certain Covenants and Agreements of the Company The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows:

  • Waivers and Amendments That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.

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

  • Modifications and Amendments; Waivers and Consents The terms and provisions of this Agreement may be modified or amended as provided in the Plan. Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

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