Certain Waivers and Consents. Maker and all parties now or ---------------------------- hereafter liable for the payment hereof, primarily or secondarily, directly or indirectly, and whether as endorser, guarantor, surety, or otherwise, hereby severally (a) waive presentment, demand, protest, notice of protest and/or dishonor, and all other demands or notices of any sort whatever with respect to this Note, (b) consent to impairment or release of collateral, extensions of time for payment, and acceptance of partial payments before, at, or after maturity, (c) waive any right to require Holder to proceed against any security for this Note before proceeding hereunder, (d) waive diligence in the collection of this Note or in filing suit on this Note, and (e) agree to pay all costs and expenses, including reasonable attorneys' fees, which may be incurred in the collection of this Note or any part thereof or in preserving, securing possession of, and realizing upon any security for this Note.
Certain Waivers and Consents. (a) Maker and all parties now or hereafter liable for the payment hereof, primarily or secondarily, directly or indirectly, and whether as endorser, guarantor, surety, or otherwise, hereby severally (i) waive presentment, demand, protest, notice of protest and/or dishonor, and all other demands or notices of any sort whatever with respect to this Note,
(ii) consent to impairment or release of collateral, extensions of time for payment, and acceptance of partial payments before, at, or after maturity, (iii) waive any right to require Holder to proceed against any security for this Note before proceeding hereunder, (iv) waive diligence in the collection of this Note or in filing suit on this Note, and (v) agree to pay all costs and expenses, including reasonable attorneys' fees, which may be incurred in the collection of this Note or any part thereof or in preserving, securing possession of, and realizing upon any security for this Note.
(b) No failure to accelerate the debt evidenced hereby by reason of default hereunder, acceptance of a past due installment, or indulgence as granted from time to time shall be construed as a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration or the right of Holder thereafter to insist upon strict compliance with the terms of this Note, or to prevent the right of such acceleration or any right granted hereunder or under the laws of the State of Georgia; and Maker hereby expressly waives, to the extent possible, the benefit of any statute or rule of law or equity, now provided or which shall be provided which would produce a result contrary or in conflict with the foregoing. No extension of time for the payment of this Note or any installment due hereunder made by agreement with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Maker under this Note, either in whole or in part, unless Holder specifically and expressly agrees otherwise in writing. This Note may not be changed orally, but only by an agreement in writing signed by the parties against whom enforcement of any waiver, change, modification or discharge is sought.
Certain Waivers and Consents. (a) Each Lender party hereto hereby waives its right under Section 9.04(g) of the Unamended Credit Agreement to receive three (3) Business Days’ notice prior to the invocation of such Section 9.04(g) by the Company and the Administrative Agent.
(b) Each Lender party hereto hereby consents to the release of Liens granted prior to the Amendment Effective Date in favor of the Collateral Agent and/or the other Secured Parties encumbering any Real Property comprising Mortgaged Property, from time to time upon the Company’s written request for such release, which Mortgaged Property does not individually have a fair market value in excess of $10 million as of the Amendment Effective Date (each such Mortgaged Property being marked by asterisk on Schedule 1.01(c) to the Amended Credit Agreement as in effect on the Amendment Effective Date).
(c) Each Lender party hereto hereby agrees that each Subsidiary of the Company executing a counterpart hereto as a “Borrower” which Subsidiary has previously delivered a counterpart to the Collateral Agreement as either a Borrower or a Guarantor, shall be deemed to be a Borrower under the Amended Credit Agreement from and after the Amendment Effective Date, and waives the requirement of Section 9.24 of the Amended Credit Agreement to receive a Borrower Joinder Agreement, if any, and agrees that this Amendment shall satisfy any notice requirements otherwise required in lieu of such Borrower Joinder Agreement.
(d) The Administrative Agent, the Collateral Agent, the Issuing Bank and each of the Lenders hereby waives (the “Waiver”) any and all Defaults and Events of Default under the Unamended Credit Agreement and the other Loan Documents, including but not limited to under Sections 7.01(a), (d) and (e) of the Unamended Credit Agreement, that have occurred or may have occurred as a direct or indirect result of the Borrowing Base Inaccuracies, and further waives any and all Defaults or Events of Default under the Unamended Credit Agreement and the other Loan Documents relating to any action taken (or omitted to be taken) prior to the Amendment Effective Date, or any transaction entered into prior the Amendment Effective Date, by the Loan Parties and their respective Subsidiaries that would have been permitted to be taken (or omitted to be taken, as the case may be) or entered into under the terms of the Unamended Credit Agreement or the other Loan Documents, but for the existence of the Borrowing Base Inaccuracies.
Certain Waivers and Consents. The Company shall use its reasonable best efforts to obtain any and all waivers or consents necessary from the lenders listed on Item 6.05 of the Company Letter prior to the acceptance by Sub of any Shares tendered pursuant to the Offer.
Certain Waivers and Consents. Each Seller hereby agrees that such Seller shall not make any claim for indemnification against the Company (whether pursuant to the Articles of Incorporation or any indemnification agreement existing between the Company and such Seller or under applicable law or otherwise) by reason of the fact that such Seller is or was a shareholder, director, officer, employee or agent of the Company or is or was serving at the request of the Company as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Company Parties against such Seller pursuant to this Agreement and such Seller hereby acknowledges and agrees that such Seller shall have no claims or right to contribution or indemnity from the Company with respect to any amounts paid by the Sellers pursuant to this Paragraph 8B. Except as provided in the immediately preceding sentence, nothing in this Paragraph 8B(vi), however, shall prohibit, restrict or modify any right of the Sellers to receive indemnification from the Company to the extent such Seller is otherwise entitled to indemnification pursuant to the Articles of Incorporation or any indemnification agreement existing between the Company and such Seller and applicable law with respect to any claim which does not give rise to or evidence the existence of a breach of any of the representations, warranties, covenants or agreements of the Company or the Sellers contained in this Agreement and which does not give rise to or evidence the existence of an indemnification obligation by the Sellers pursuant to this Paragraph 8B. Each of the Purchasers and the Sellers hereby consents to the consummation of the Repurchase Transaction and the transactions contemplated by the Stock Purchase Agreement pursuant to Sections 502, 503 and 506 of the General Corporation Law of the State of California as in effect as of the date hereof and as of the Closing Date. Each of the Purchasers and the Sellers has received historical financial information regarding the Company (including the Latest Balance Sheet) and has also received pro forma financial information after giving effect to the Repurchase Transaction and the transactions contemplated by the Stock Purchase Agreements.
Certain Waivers and Consents. With respect to the Transactions ---------------------------- and the issuance of the Series C Shares hereunder, each of the Stockholders hereby (a) waives the notice requirements set forth in Section 7.2(b) of the -------------- Stockholders' Agreement; (b) waives its preemptive rights that are afforded such party in Section 7.2 of the Stockholders' Agreement; (c) waives compliance by ----------- the Xxxxxx Entities and the Cash Equity Investors with the transfer restrictions contained in Article 4 of the Stockholders' Agreement, and (d) consents to the amendment of the Restated Certificate to (i) increase the number of authorized shares of Series C Preferred Stock from 2,000,000 to 3,000,000, (ii) increase the number of authorized shares of Series D Preferred Stock from 500,000 to 1,000,000, and (iii) authorize the redemption by the Company of shares of Series
Certain Waivers and Consents. FOR THE PURPOSES OF THIS GUARANTEE, THE GUARANTOR HEREBY (I) WAIVES ANY OBJECTIONS TO THE COURTS OF ENGLAND HAVING
Certain Waivers and Consents. FOR THE PURPOSES OF THIS GUARANTEE, THE GUARANTOR HEREBY (I) WAIVES ANY OBJECTIONS TO THE COURTS OF ENGLAND HAVING JURISDICTION ON THE GROUNDS OF VENUE OR FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS, AND (II) CONSENTS TO SERVICE OF PROCESS BY MAIL OR IN ANY OTHER MANNER PERMITTED BY RELEVANT LAW.
Certain Waivers and Consents. (a) Company shall use reasonable best efforts to obtain as promptly as reasonably practicable waivers and consents substantially in the forms attached to Section 7.13 of the Company Disclosure Letter (the “Waivers”) from each shareholder of Company that has not yet entered into a Waiver.
(b) Company shall use reasonable best efforts to obtain as promptly as reasonably practicable the consents needed to terminate the Company Registration Rights Agreement in connection with, and effective as of, the Closing.
(c) Absorbing Company shall use reasonable best efforts to obtain as promptly as reasonably practicable the consents needed to terminate the Governance Agreement (other than Section 1.03(c) thereof) and Absorbing Company Shareholders Agreements in connection with, and effective as of, the Closing.
Certain Waivers and Consents. Bank hereby consents to distributions to Borrower from the Cash Collateral Account in the aggregate amount of $587,000.00 that have been or will be made during calendar year 1998, and Bank waives any non-compliance with Section 5.20(c) of the Loan Agreement that otherwise would have resulted from such distributions, provided, however, that such distributions shall be deemed to be inclusive of the $25,000.00 per calendar quarter that Borrower is entitled to receive from the Cash Collateral Account pursuant to the proviso at the end of Section 5.20(c).
