Certain Waivers; etc. Sellers hereby agree that they shall not make any claim for indemnification against Buyer, the Company or any of their respective Affiliates by reason of the fact that Sellers are or were a shareholder, director, officer, employee or agent of the Company or any of its Affiliates or are or were serving at the request of the Company or any of its Affiliates 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 and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Sellers pursuant to this Agreement or applicable law or otherwise, and Sellers hereby acknowledge and agree that they shall not have any claim or right to contribution or indemnity from the Company or any of its Affiliates with respect to any amounts paid by them pursuant to this Agreement. Except as provided in the immediately preceding sentence, nothing in this Section 8.2(e), 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 bylaws of the Company 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. Except as provided in Section 8.11, effective upon the Closing, Sellers hereby irrevocably waive, release and discharge the Company and its Affiliates from any and all liabilities and obligations to them of any kind or nature whatsoever, whether in his capacity as a shareholder, officer or director of the Company or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, 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 equi...
Certain Waivers; etc. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes issued hereunder, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in acc...
Certain Waivers; etc. Except for notice and grace periods specifically provided for herein, presentment for payment, notice of dishonor, protest and notice of protest are hereby waived. The receipt by Lender of payments of interest or principal hereunder or any other sums due hereunder with knowledge on the part of Lender of the existence of a default hereunder shall not be deemed a waiver of such default. No payment by Borrower or receipt by Lender of less than the full amount of interest, principal and/or the other sums due hereunder shall be deemed to be other than on account of all such interest, principal and other sums and (except as expressly set forth herein to the contrary) shall be applied against such interest, principal and/or other sums in such manner and order as Lender shall choose in its sole and absolute discretion.
Certain Waivers; etc. Effective only upon the Closing, Seller, on behalf of itself or its Affiliates hereby irrevocably waive, release and discharge each of the Buyer Parties from any and all Liabilities to Seller of any kind or nature whatsoever, whether in the capacity as a direct or indirect equity holder or as a director, manager, officer or employee of the Company or Buyer Party and whether arising under any Contract or otherwise at law or in equity, and Seller agree that Seller shall not seek to recover any amounts in connection therewith or thereunder from any of the Buyer Parties. In no event shall the Company or any of the Buyer Parties have any Liability whatsoever to Seller for any breaches of the representations, warranties, agreements or covenants of Seller hereunder, and in any event no Seller may seek contribution or indemnification from the Company or any Buyer Party in respect of any payments required to be made by Seller pursuant to this Agreement.
Certain Waivers; etc. Each Shareholder hereby agrees that such Shareholder shall not make any claim for indemnification hereunder against the Surviving Corporation by reason of the fact that such Shareholder is or was a shareholder, director, officer, employee or agent of the Company or the Surviving Corporation or is or was serving at the request of the Company or the Surviving Corporation 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 Acquisition Indemnified Parties against such Shareholder pursuant to this Agreement and such Shareholder hereby acknowledges and agrees that such Shareholder 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 Shareholders pursuant to this Section 11.2. Nothing in this Section 11.2(e), however, shall prohibit, restrict or modify any right of the Shareholders to receive indemnification from the Company or the Surviving Corporation to the extent such Shareholder is otherwise entitled to indemnification pursuant to the Articles of Incorporation, By-laws and applicable law and any other contract 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 contained in this Agreement and which does not give rise to or evidence the existence of an indemnification obligation by the Shareholders pursuant to this Section 11.2.
Certain Waivers; etc. 198196 Section 11.04. Reinstatement 199196 Section 11.05. Subrogation; Subordination 199196 Section 11.06. Remedies 199197 Section 11.07. Instrument for the Payment of Money 199197 Section 11.08. Continuing Guarantee 199197 Section 11.09. General Limitation on Guarantee Obligations 199197 Section 11.10. Release of Guarantors 200197 Section 11.11. Right of Contribution 200198 iv Section 11.12.
Certain Waivers; etc. (a) No delay on the part of Apollo in exercising any power of sale, lien, option or other right hereunder, and no notice or demand which may be given to or made upon the Delaware LLC with respect to any power of sale, lien, option or other right hereunder, shall constitute a waiver thereof, or limit or impair the right of Apollo to take any action or to exercise any power of sale, lien, option or any other right under this Agreement or otherwise, nor shall any single or partial exercise thereof, or the exercise of any power, lien, option or any other right under this Agreement, or otherwise, preclude any other or further exercise thereof all without notice or demand, nor shall any of the same prejudice Apollo's rights against the Delaware LLC in any respect.
Certain Waivers; etc. The Parent hereby waives any and all presentments, demands, notices, and protests against the Parent, and any requirement that the Administrative Agent or any Bank commence or exhaust any remedies against any of the Sellers or any collateral securing the Obligations. The Parent’s liability hereunder shall be unconditional irrespective of (a) any lack of enforceability of the Obligations, (b) any Law with respect thereto, and (c) any other circumstance which might otherwise constitute a defense available to, or discharge of, the Sellers or the Parent. This guarantee is a guarantee of payment and performance and not of collection and shall remain in full force and effect until payment in full of the Obligations. The obligations of the Parent under this Section 12 rank and will rank pari passu in priority of payment with all other unsecured and unsubordinated obligations for borrowed money of the Parent. All payments under this Section 12 by the Parent shall be made by the Parent on the date when due and shall be made in Dollars and in immediately available and freely transferable funds at the Collection Account.
Certain Waivers; etc. (a) No delay on the part of the Pledgee in exercising any power or right hereunder, and no notice or demand which may be given to or made upon the Company with respect to any power or right hereunder, shall constitute a waiver thereof, or limit or impair the right of the Pledgee to take any action or to exercise any power or right under this Agreement or otherwise, nor shall any single or partial exercise thereof, or the exercise of any power or right under this Agreement, or otherwise, preclude any other or further exercise thereof all without notice or demand, nor shall any of the same prejudice Pledgee's rights against the Company in any respect.
Certain Waivers; etc. 181185 Section 11.04. Reinstatement 181185
