COVENANTS AND WAIVERS. The Borrower and all others who now or may at any time become liable for all or any part of the obligations evidenced hereby, expressly agree hereby to be jointly and severally bound, and jointly and severally: (i) waive and renounce any and all homestead, redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness evidenced by this Note or by any extension or renewal hereof; (ii) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor, and notice of protest; (iii) except as expressly provided in the Loan Documents, waive any and all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default, or enforcement of the payment hereof or hereunder; (iv) waive any and all lack of diligence and delays in the enforcement of the payment hereof; (v) agree that the liability of the Borrower and each guarantor, endorser or obligor shall be unconditional and without regard to the liability of any other person or entity for the payment hereof, and shall not in any manner be affected by any indulgence or forbearance granted or consented to by the Lender to any of them with respect hereto; (vi) consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Lender with respect to the payment or other provisions hereof, and to the release of any security at any time given for the payment hereof, or any part thereof, with or without substitution, and to the release of any person or entity liable for the payment hereof; and (vii) consent to the addition of any and all other makers, endorsers, guarantors, and other obligors for the payment hereof, and to the acceptance of any and all other security for the payment hereof, and agree that the addition of any such makers, endorsers, guarantors or other obligors, or security shall not affect the liability of the Borrower, any guarantor and all others now liable for all or any part of the obligations evidenced hereby. This provision is a material inducement for the Lender making the Loan to the Borrower.
COVENANTS AND WAIVERS. Each Shareholder hereby:
(a) irrevocably waives, and agrees not to exercise, any rights of appraisal that such Shareholder may have with respect to the Shares, including the right to demand appraisal in accordance with Section 262 of the Delaware General Corporation Law;
(b) irrevocably waives, and agrees not to exercise, any right inconsistent with the transactions contemplated by the Merger Agreement (including the Merger) that such Shareholder may have under that certain Fifth Amended and Restated Voting Agreement, dated July 14, 2017, by and among Voyager, each holder of Voyager Preferred Stock listed on Schedule A thereto and those individuals listed on Schedule B thereto (the “Voyager Voting Agreement”);
(c) acknowledges that the Voyager Voting Agreement will automatically terminate by its terms upon the consummation of the Merger; and
(d) agrees to permit Harbor, Voyager and Spinco to publish and disclose, including in filings with the SEC , this Agreement and the Shareholders’ identity and ownership of the Shares and the nature of the Shareholders’ commitments, arrangements and understandings under this Agreement, in each case, to the extent Harbor, Voyager or Spinco, as the case may be, reasonably determines that such information is required to be disclosed by applicable Law; provided, that Harbor and Voyager shall give each Shareholder and its legal counsel a reasonable opportunity to review and comment on such publications or disclosures prior to their first being made public.
COVENANTS AND WAIVERS. (a) Xx. Xxxxx hereby agrees to promptly take such further actions as reasonably necessary, without additional compensation (as long as Xx. Xxxxx does not incur out-of-pocket expenses), to execute and deliver to the Company such certificates, instruments or other documents as may be reasonably necessary to accomplish transition of authority to his successor and to accomplish any and all legally required disclosures by the Company regarding his resignation.
(b) The Company definitively waives any and all direct or indirect actual or potential conflicts of interest (whether arising from a past, current or future action, event or occurrence) between Xx. Xxxxx, on the one hand, and any and all affiliates of the Company and affiliation with any, including, without limitation, providers of financing, services or other contractual parties the Company contracts, on the other hand, during the term of his services rendered to the Company.
(c) Xx. Xxxxx covenants and agrees not to commence or prosecute any action or proceeding against the Company Released Parties based on the Company Released Claims.
(d) The Company covenants and agrees not to commence or prosecute any action or proceeding against the Xxxxx Released Parties based on the Xxxxx Released Claims.
COVENANTS AND WAIVERS. As a material inducement for the Holder entering into the Purchase Agreement, the Issuer and all others who now or may at any time become liable for all or any part of the obligations evidenced hereby, expressly agree hereby to be jointly and severally bound, and jointly and severally:
COVENANTS AND WAIVERS. (a) Each of the Investor and the Company hereby agrees to promptly take such further actions as reasonably necessary, without additional compensation (as long as the the Investor does not incur out-of-pocket expenses), to execute and deliver such certificates, instruments or other documents as may be reasonably necessary to accomplish the purposes of this Agreement.
(c) The Investor covenants and agrees not to commence or prosecute any action or proceeding against the Company Releasees based on the Released Investor Claims.
(d) The Company covenants and agrees not to commence or prosecute any action or proceeding against the Investor Releasees based on the Released Company Claims.
COVENANTS AND WAIVERS. (a) Xx. Xxxxx hereby agrees to promptly take such further actions as reasonably necessary, without additional compensation except with respect for the Transition Period Consulting Services payments, to execute and deliver to the Company such certificates, instruments or other documents as may be reasonably necessary to accomplish transition of authority to his successor and to accomplish any and all legally required disclosures by the Company regarding his resignation and to provide for the fluid and cooperative transitions of operations and business of the Company.
(b) Xx. Xxxxx covenants and agrees not to commence or prosecute any action or proceeding against the Company Released Parties based on the Company Released Claims.
(c) The Company covenants and agrees not to commence or prosecute any action or proceeding against the Xxxxx Released Parties based on the Xxxxx Released Claims.
(d) The Parties shall cooperate to facilitate transition of management in good faith. The Parties shall mutually agree upon disclosures to be issued to the Company shareholders and the general public.
(e) Xxxxx (or his personal representatives) shall promptly deliver to the Company (a) all documents and materials (including, without limitation, computer files) containing Trade Secrets and Confidential Information relating to the business and affairs of the Company or its affiliates (as such terms are defined in the Employment Agreement, and which definitions are incorporated herein notwithstanding the termination of the Employment Agreement; and (b) all documents, materials, equipment and other property (including, without limitation, computer files, computer programs, computer operating systems, computers, printers, scanners, pagers, telephones, credit cards and ID cards) belonging to the Company or its affiliates, which in either case are in the possession or under the control of the Xxxxx (or his personal representatives).
(f) Notwithstanding anything to the contrary herein, (x) the Options granted under the Employment Agreement shall survive and vest in accordance with Section 7(b) of the Employment Agreement; and (y) the Non-Competition and Non-Solicitation covenants set forth in Sections 11 and 12, respectively, of the Employment Agreement shall survive with full force and effect during the period in which such Options are outstanding and in which Xxxxx holds Shares of the Company.
(g) The Company agrees to indemnify and hold harmless Xxxxx against any loss, liability,...
COVENANTS AND WAIVERS. (a) Each of the Company and CR&P hereby agrees to promptly take such further actions as reasonably necessary, without additional compensation (as long as CR&P does not incur out-of-pocket expenses), to execute and deliver such certificates, instruments or other documents as may be reasonably necessary to accomplish the purposes of this Agreement.
(b) The Company fully ratifies and definitively waives any and all direct or indirect actual or potential conflicts of interest (whether arising from a past, current or future action, event or occurrence) between CR&P, on the one hand, and any and all affiliates of the Company and affiliation with any, including, without limitation, providers of financing, services or other contractual parties the Company contracts, on the other hand during the term of the Financing Agreement.
(c) CR&P covenants and agrees not to commence or prosecute any action or proceeding against the Company Released Parties based on the Company Released Claims.
(d) The Company covenants and agrees not to commence or prosecute any action or proceeding against the CR&P Released Parties based on the CR&P released Claims.
COVENANTS AND WAIVERS. As an inducement to DenAmerica's and BEP's execution hereof, APF hereby waives any and all defaults of DenAmerica or BEP or any of their respective affiliates under the terms and provisions of the Credit Agreement or the Loan Documents as of the date hereof, and further waives any financial covenant defaults or non-material defaults (not including payment defaults) of DenAmerica or BEP or any of their respective affiliates through August 31, 1999, which waiver shall in no way be considered a waiver of any default, other than financial covenant defaults or non-material defaults (not including payment defaults) by DenAmerica or BEP or any of their respective affiliates, after the date hereof under the Consolidated Interim Note, the Credit Agreement, or the Form Documents or a limitation on any of the rights and remedies available to APF under the Credit Agreement if a default occurs, other than a financial covenant or non- material default (not including payment defaults), after the date hereof under the Consolidated Interim Note, Credit Agreement or Form Documents.
COVENANTS AND WAIVERS. Borrower and all others who now or may at any time become liable for all or any part of the obligations evidenced hereby, expressly agree hereby to be jointly and severally bound, and jointly and severally: (i) waive and renounce any and all homestead, redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness evidenced by this Note or by any extension or renewal hereof;
COVENANTS AND WAIVERS
