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. Each of Debtor and Subordinate Creditor hereby waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement in any action brought therefor by Administrative Agent. To the fullest extent permitted by law, each of Debtor and Subordinate Creditor hereby further waives: (i) presentment, demand, protest, notice of protest, notice of default or dishonor, notice of payment or nonpayment and any and all other notices and demands of any kind in connection with all negotiable instruments evidencing all or any portion of the Superior Debt or the Subordinated Debt to which Debtor or Subordinate Creditor may be a party; (ii) the right to require any Agent or any Lender to marshal any securities, or to enforce any security interest or lien that any Agent or any Lender may now or hereafter have in any Collateral securing the Superior Debt or to pursue any claim it may have against Debtor, as a condition to Agents’ or Lenders’ entitlement to receive any payment on account of the Subordinated Debt under the circumstances and to the extent expressly provided in Section 2(b) above; (iii) notice of the acceptance of this Agreement by Administrative Agent; (iv) notice of any loans made under, extensions granted, amendments to the Credit Agreement or the other Credit Documents or other action taken in reliance hereon; and (v) all other demands and notices of every kind in connection with this Agreement, the Superior Debt or the Subordinated Debt. Subordinate Creditor hereby consents and agrees that Administrative Agent may, without in any manner impairing, releasing or otherwise affecting the subordination provided for in this Agreement or any of Administrative Agent’s rights hereunder and without prior notice to or the consent of Subordinate Creditor: (i) release, renew, extend, compromise, postpone the time of payment of or increase the amount or rate of interest applicable to any of the Superior Debt; (ii) substitute, exchange or release any or all of the Collateral or decline or neglect to perfect Administrative Agent’s security interest in any of the Collateral; (iii) add or release any Person primarily or secondarily liable for any of the Superior Debt; (iv) amend, modify, renew or extend any of the Credit Documents or waive or grant forbearances with respect to any Event of Default thereunder; and (v) increase or decrease the amount of the Superior Debt or the rate of interest or the ...
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,
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. 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. The Seller hereby agrees that it shall not make any claim for indemnification hereunder against the Surviving Corporation by reason of the fact that it is or was a shareholder or agent of the Company or the Surviving Corporation 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 the Seller pursuant to this Agreement and the Seller hereby acknowledges and agrees that the Seller shall have no claims or right to contribution or indemnity from the Company or the Surviving Corporation with respect to any amounts paid by the Seller pursuant to this Paragraph 9B. Nothing in this Paragraph 9B(vi), however, shall prohibit, restrict or modify any right of the Seller to receive indemnification from the Surviving Corporation to the extent the Seller is otherwise entitled to indemnification pursuant to the Articles of Incorporation of the Company or the Surviving Corporation 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 Seller contained in this Agreement and which does not give rise to or evidence the existence of an indemnification obligation by the Seller pursuant to this Paragraph 9B.
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. The Bank hereby grants the following waivers or consents:
Certain Waivers and Consents. Each Seller Party hereby agrees that he or it shall not make any claim for indemnification against the Company or any of its Subsidiaries (whether pursuant to the Existing Operating Agreement or the Restated Operating Agreement or any indemnification or other agreement existing between the Company and such Seller Party or under applicable law or otherwise) by reason of the fact that he or it is or was a member, manager, officer, employee or agent of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a partner, manager, member, 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 Purchaser Parties against such Seller Party pursuant to this Agreement, and each Seller Party hereby acknowledges and agrees that he or it shall have no claims or right to contribution or indemnity from the Company or any of its Subsidiaries with respect to any amounts paid by such Seller Party pursuant to this Paragraph 8B (with it being understood, however, that nothing in this Paragraph 8B(v) shall constitute a waiver by such Seller Party of any claims against any other Person). Except for liabilities arising in the ordinary course under the agreements set forth on the Affiliated Transactions Schedule and the payment of “Permitted Tax Distributions” under the Existing Operating Agreement and the Restated Operating Agreement, effective upon the Closing, each of the Seller Parties hereby irrevocably waives, releases and discharges the Company and its Subsidiaries from any and all liabilities and obligations to such Seller Party of any kind or nature whatsoever, whether in its capacity as a member, manager, stockholder, officer or director of the Company or any of its Subsidiaries or otherwise, in each case based on facts, events or circumstances arising prior to the Closing and whether absolute or contingent, liquidated or unliquidated, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or equity, and such Seller Party shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Subsidiaries.
Certain Waivers and Consents. With respect to the exercise of the Borrowers of the Incremental Term B Commitments as herein provided, (i) the Required Lenders waive any and all notices required pursuant to Section 2.10 (b)(ii)(E) and 2.10(c) of the Existing Credit Agreement and (ii) each Delayed Draw Term Lender waives those conditions set forth in Section 2.10(e)(ii) of the Existing Credit Agreement. In addition, each Lender executing this Agreement consents, pursuant to Section 9.02(d) of the Amended and Restated Credit Agreement, to the termination of the Revolving Loan Commitment of any Person under the Existing Credit Agreement that is not, at the Effective Time, a Revolving Lender under the Amended and Restated Credit Agreement.
