Consent and Waiver. The Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which the Stockholder is a party or pursuant to any rights the Stockholder may have.
Consent and Waiver. (a) Guarantor waives (i) promptness, diligence and notice of acceptance of this Guaranty and notice of the incurring of any obligation, indebtedness or liability to which this Guaranty applies or may apply and waives presentment for payment, notice of nonpayment, protest, demand, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, diligence in enforcement and indulgences of every kind, and (ii) the taking of any other action by Lender, including without limitation giving any notice of default or any other notice to, or making any demand on, Borrower, any other guarantor of all or any part of the Guaranteed Indebtedness or any other party.
(b) Guarantor waives any rights Guarantor has under, or any requirements imposed by, Chapter 34 of the Texas Business and Commerce Code, as in effect on the date of this Guaranty or as it may be amended from time to time.
(c) Lender may at any time, without the consent of or notice to Guarantor, without incurring responsibility to Guarantor and without impairing, releasing, reducing or affecting the obligations of Guarantor hereunder: (i) change the manner, place or terms of payment of all or any part of the Guaranteed Indebtedness, or renew, extend, modify, rearrange or alter all or any part of the Guaranteed Indebtedness; (ii) change the interest rate accruing on any of the Guaranteed Indebtedness (including, without limitation, any periodic change in such interest rate that occurs because such Guaranteed Indebtedness accrues interest at a variable rate which may fluctuate from time to time); (iii) sell, exchange, release, surrender, subordinate, realize upon or otherwise deal with in any manner and in any order any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty or setoff against all or any part of the Guaranteed Indebtedness; (iv) neglect, delay, omit, fail or refuse to take or prosecute any action for the collection of all or any part of the Guaranteed Indebtedness or this Guaranty or to take or prosecute any action in connection with any of the Loan Documents; (v) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (vi) settle or compromise all or any part of the Guaranteed Indebtedness and subordinate the payment of all or any part of the Guaranteed Indebtedness to the payment of any obligations, indebtedness or liabilities which may be due or become due to Lender or others; (vii...
Consent and Waiver. The Shareholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which the Shareholder is a party as a shareholder or pursuant to any rights the Shareholder may have as a shareholder.
Consent and Waiver. The Authority and its successors and assigns may consent to modifications of the drought tolerant landscaping installed in accordance with the Turf Removal and described in Exhibit “B” and Exhibit “C” hereto, such that water efficiency features as described may be replaced or modified without the Authority’s consent in the course of normal maintenance of the Property provided that the outcome of such changes provides equal or greater water efficiency and provided that no irrigated lawn or grass, spray irrigation, swimming pools, ponds or other bodies of water or water features are developed in or upon the areas depicted in Exhibit “C”. The Authority may agree to waive the requirements of this Agreement altogether, in its sole and absolute discretion. Any such consent to a modification or waiver shall be binding on the Authority and its successors and assigns only if it is in writing and is executed by a duly authorized representative of the Authority or its successors or assigns.
Consent and Waiver. The Agent and the Bank hereby consent to the following, notwithstanding that the same would otherwise violate various terms and provisions of the Credit Agreement, and hereby waive any Default and Events of Default (and only such Defaults and Events of Default) that would otherwise be caused by such violations:
(a) an assignment for the benefit of creditors with respect to the stock or assets of Entra Computer Corp. and the winding up and termination of business of Entra Computer Corp.;
(b) the sale of the stock or assets of Compel LLC, Fortran Corp. and Xxxxx Communications Corporation to Morganthaler Partners pursuant to an existing letter of intent for a price of at least the "Purchase Price" set forth on SCHEDULE A and resulting in Net Cash Sale Proceeds after payment of all fees and expenses of the Agent and the Banks then outstanding, including without limitation any unpaid Amendment Fee and any earned and unpaid Overadvance Fees, of not less than the "Release Amount" set forth on SCHEDULE A, provided that on or before June 30, 2000, the Borrower uses all of the Net Cash Sale Proceeds, first to pay all fees and expenses of the Agent and the Banks then outstanding, including without limitation, unpaid Amendment Fee and any earned and unpaid Overadvance Fees, and second, to repay Acquisition Loans (or, to the extent Acquisition Loans have been paid in full, to repay Revolving Credit Loans and permanently reduce the Total Commitment) and provided further that none of the documents with respect to such sale shall contain any provision that would adversely affect in a material manner the interests of the Banks under the Credit Agreement or the Security Documents and, notwithstanding the foregoing, to the extent the Banks are required to disgorge any Net Cash Sale Proceeds paid to them as a result of any rescission right that a purchaser may have under applicable law with respect to such sale, then the Obligations that had been deemed satisfied by the application of such Net Cash Sale Proceeds shall be deemed reinstated and any security interest in any Collateral that had been released in connection therewith shall be deemed restored as if such payment had never occurred; and
(c) the sale of the stock or assets of any Subsidiary of the Borrower (including any Subsidiary currently proposed to be sold to Morganthaler as described in clause (b) above that is not sold pursuant to the terms set forth in clause (b) above), to one or more unrelated third parties ...
Consent and Waiver. Eos and Merger Subsidiary hereby confirm and acknowledge that any amendments to, waivers or defaults under, or expiration of the Forbearance Agreements dated September 30, 2014, January 2, 2015 and January 30, 2015 by and among the Company, certain lenders and the Bank of Montreal, any resulting effects on the Company’s business related directly thereto, or the entry into a new forbearance agreement is hereby consented to and will not be deemed to be a breach of any representation, warranty or covenant contained in the Merger Agreement.
Consent and Waiver. The Stockholder (not in his or her capacity as a director ------------------ or officer of the Company) agrees to give any consent or waiver that is reasonably required under the terms of any agreement to which the Stockholder is a party which consent or waiver is required solely because of the consummation of the Transactions.
Consent and Waiver. Holder hereby gives any consents or waivers that are reasonably required for the consummation of the Acquisition under the terms of any agreement to which Holder is a party or pursuant to any rights Holder may have.
Consent and Waiver. No consent under and no waiver of any provision of this Agreement on any one occasion shall constitute a consent under or waiver of any other provision on said occasion or on any other occasion, nor shall it constitute a consent under or waiver of the consented to or waived provision on any other occasion. No consent or waiver shall be enforceable unless it is in writing and signed by the party against whom such consent or waiver is sought to be enforced.
Consent and Waiver. The Affiliate hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which Affiliate is a party or pursuant to any rights Affiliate may have.
