Freedom of Dealing Sample Clauses

Freedom of Dealing. [The Payee] agrees that the Maker may, from time to time and at any time, incur additional Senior Debt as it deems necessary, appropriate or desirable in its sole discretion. [The Payee] agrees, with respect to any and all Senior Debt and any and all collateral therefor or guaranties thereof, that the Maker and the holders of Senior Debt may agree to increase the amount of any Senior Debt or otherwise modify the terms of any Senior Debt, and the holders of Senior Debt may grant extensions of the time of payment or performance to and make compromises, including releases of collateral or guaranties, and settlements with the Maker and all other persons, in each case without the consent of [the Payee] and without affecting the agreements of [the Payee] contained in this [ ]; provided, however, that nothing contained in this Section [ ](f) shall constitute a waiver of the right of the Maker itself to agree to or consent to a settlement or compromise of a claim which any holder of Senior Debt may have against the Maker.
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Freedom of Dealing. Each Holder of a Note agrees, with respect to Senior Indebtedness and any and all collateral therefor or guaranties thereof, that the Company and the holders of Senior Indebtedness may, subject to the limitations contained in Section 10.6 of this Agreement, agree to increase the amount of the Senior Indebtedness or otherwise modify the terms of the Senior Indebtedness, and the holders of Senior Indebtedness may grant extensions of the time of payment or performance to and make compromises, including releases of collateral or guaranties, and settlements with the Company and all other Persons, in each case without the consent of the Holders of the Notes or the Company and without affecting the agreements of the Holders of the Notes or the Company contained in this Article 12; provided, however, that nothing contained in this Section 12.13 shall constitute a waiver of the right of the Company itself to agree or consent to a settlement or compromise of a claim which holders of Senior Indebtedness may have against the Company.
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Freedom of Dealing. It is understood and agreed by Junior Credit Participant that, in Agent's and Lenders' sole and absolute discretion, Agent and Lenders may continue to extend additional advances, loans and other financial accommodations to Company, including, without limitation, after default and/or commencement and during the continuation of any case under the U.S. Bankruptcy Code with respect to Company ("Post-Petition Advances") and the Junior Credit Participation shall be subject and subordinate to such Post-Petition Advances and in the security therefor on the same terms and conditions as are set forth herein.
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Freedom of Dealing. 42 Neither BSSF nor any of its Affiliates shall be prevented from making investments in any entity that may be considered to be competing, directly or indirectly, with the Company, its subsidiaries or Affiliates.
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Freedom of Dealing. Payee agrees, with respect to the Senior Indebtedness and any and all collateral therefor or guaranties thereof, that Maker and the holders of the Senior Indebtedness may agree to increase the amount of the Senior Indebtedness or otherwise modify the terms of any of the Senior Indebtedness, and the holders of the Senior Indebtedness may grant extensions of the time of payment or performance to and make compromises, including releases of collateral or guaranties, and settlements with Maker and all other persons, in each case without the consent of Payee or Maker and without affecting the agreements of Payee or Maker contained in this Note; provided, however, that nothing contained in this Section 4.9 shall constitute a waiver of the right of Maker itself to agree or consent to a settlement or compromise of a claim which any holder of the Senior Indebtedness may have against Maker.
Sample 1
Freedom of Dealing. Each Subordinating Creditor agrees, with respect to the Senior Debt and any and all collateral therefor or guaranties thereof, that the Borrower and the Banks or the Borrower and the Senior Subordinated Creditors or the Borrower and SFHY, as the case may be, may agree to increase the amount of the Senior Debt or otherwise modify the terms of any of the Senior Debt, and the Banks, the Senior Subordinated Creditors or SFHY may grant extensions of the time of payment or performance to and make compromises, including releases of collateral or guaranties, and settlements with the Borrower and all other persons, in each case without the consent of the Subordinating Creditors or the Borrower and without affecting the agreements of the Subordinating Creditors or the Borrower contained in this Agreement; provided, however, that nothing contained in this ss. 9 shall constitute a waiver of the right of the Borrower itself to agree or consent to a settlement or compromise of a claim which any Senior Creditor may have against the Borrower.
Sample 1
Freedom of Dealing. Each Subordinating Creditor agrees, with respect ------------------ to the Senior Debt and any and all collateral therefor or guaranties thereof, that Lender may grant extensions of the time of payment or performance to and make compromises, including releases of collateral or guaranties, and settlements with Borrower and all other persons without the consent of Subordinating Creditor and without affecting the agreements of Subordinating Creditor hereunder.
Sample 1
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Freedom of Dealing. The Lenders agree, with respect to the Senior Debt and any and all collateral therefor or guaranties thereof, that the Borrower and the Credit Facilities Lenders may agree to increase the amount of the Senior Debt or otherwise modify the terms of any of the Senior Debt, and the Credit Facilities Lenders may grant extensions of the time of payment or performance to and make compromises, including releases of collateral or guaranties, and settlements with the Borrower and all other persons, in each case without the consent of the Lenders, the Borrower or any Guarantor and without affecting the agreements of the Lenders, the Borrower and the Guarantors contained in this Agreement; provided, however, that nothing contained in this Section 5.15 shall constitute a waiver of the right of the Borrower itself to agree or consent to a settlement or compromise of a claim which the Credit Facilities Lenders may have against the Borrower.
Sample 1

Related to Freedom of Dealing

  • SELF-DEALING Unless entered into in bad faith, no contract or transaction between the Company and one or more of its Members, officers, or employees, or between the Company and any other entity or organization in which one or more of its Members, officers, or employees have a financial interest or are owners, managers, partners, directors, officers, or employees, shall be voidable solely for this reason or solely because such Member, officer, or employee was present or participated in the authorization of such contract or transaction. No Member, officer, or employee interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Agreement or liable to the Company or any other Person for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction. While not required, approval or ratification by a majority of the Members having no interest in the transaction constitutes conclusive evidence that such transaction is permitted under this section.

  • Course of Dealing No course of dealing, nor any failure to exercise, nor any delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

  • Exclusive Dealing (a) From and after the Agreement Date until the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”), the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause their respective Affiliates and Representatives not to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1. (b) During the Pre-Closing Period, each of the Seller Guarantors, the Sellers, NewCo and the Company shall promptly notify Acquiror in writing after their receipt of, or any of their Affiliates or Representatives receipt of, (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal or (iv) any request for nonpublic information relating to the Company or for access to any of the properties, books or records of the Company by any Person or Persons other than Acquiror that would reasonably be expected to lead to an Acquisition Proposal. Such notice shall describe (1) the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request and (2) the identity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request (except to the extent any of such information is deemed confidential under a confidentiality or non-disclosure agreement that is already in place as of the Agreement Date, in which case such notice will disclose the existence of such inquiry, offer, proposal, indication of interest or request and any of such information contained therein that is non-confidential). During the Pre-Closing Period, the Company shall keep Acquiror fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Acquiror a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing (except to the extent any of such information is deemed confidential under a confidentiality or non-disclosure agreement that is already in place as of the Agreement Date, in which case such notice will disclose the existence of such inquiry, offer, proposal, indication of interest or request and any of such information contained therein that is non-confidential).

  • No Course of Dealing No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

  • FREEDOM TO DEAL WITH THIRD PARTIES The Adviser shall be free to render services to others similar to those rendered under this Agreement or of a different nature except as such services may conflict with the services to be rendered or the duties to be assumed hereunder.

  • Other Dealings The Custodian shall otherwise act as directed by Instruction, including without limitation effecting the free payments of moneys or the free delivery of securities, provided that such Instruction shall indicate the purpose of such payment or delivery and that the Custodian shall record the party to whom the payment or delivery is made.

  • Exclusive Dealings For so long as this Agreement remains in ------------------ effect, neither Seller nor any person acting on Seller's behalf shall, directly or indirectly, solicit or initiate any offer from, or conduct any negotiations with, any person or entity concerning the acquisition of all or any interest in any of the Purchased Assets or the Stations, other than Buyer or Buyer's permitted assignees.

  • Routine Dealings The Custodian will, in general, attend to all routine and mechanical matters in accordance with industry standards in connection with the sale, exchange, substitution, purchase, transfer, or other dealings with Securities or other property of each Fund except as may be otherwise provided in this Agreement or directed from time to time by Instructions from any particular Fund. The Custodian may also make payments to itself or others from the Assets for disbursements and out-of-pocket expenses incidental to handling Securities or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the appropriate Fund.

  • PROCEDURE FOR DEALING WITH SAFETY ISSUES OR INCIDENTS 11.1 The Employer, the Employees and the Union agree that for the purposes of s. 81 of the WHS Act matters about work health and safety arising at the workplace shall be resolved in accordance with this procedure. 11.2 The Parties agree that for the purposes of this procedure and s. 81(3) of the WHS Act the following persons shall be the representatives of the following parties: (a) the Principal Contractor (as defined in the WHS Act) - Site Manager or any other person nominated by the Principal Contractor (b) the Employers - the Site Manager or any other person nominated by the Employer(s) (c) The Employees - the Union or other representatives. (Collectively referred to as "Nominated Parties”) 11.3 The Nominated Parties agree that representatives shall be entitled to: (a) inspect any work system, plant, substance, structure, or other thing relevant to resolving the issue (b) consult with relevant Employees in relation to resolving the issue (c) consult with the relevant PCBU (as defined in the WHS Act) about resolving the issue (d) inspect and take copies of any document that is directly relevant to resolving the issue; and (e) advise any person whom the representative reasonably believes to be exposed to a serious risk to his or her health and safety, emanating from an immediate and imminent exposure to a hazard of that risk. 11.4 The Nominated Parties and/or their representatives may commence the procedure by informing, either by themselves or their representative, the other Parties and/or representatives that: (a) there is an issue to be resolved; and (b) the nature and scope of the issue. 11.5 As soon as the Parties and/or their representatives are informed of the issue, the Nominated Parties and/or their representatives must meet or communicate with each other to attempt to resolve the issue. 11.6 The Nominated Parties and/or their representatives must have regard to all relevant matters including: (a) the degree and imminent risk to the Employees or other persons affected by the issue. (b) the number and location of Employees and other persons affected by the issue. (c) the measures both temporary and permanent that must be implemented to resolve the issue. (d) who will be responsible for implementing the resolution measures. (e) whether the hazard or risk can be isolated; and (f) the time that may elapse before the hazard or risk is permanently corrected. 11.7 Once the issue is resolved details of the issue and its resolution must be set out in writing with all Nominated Parties and/or their representatives to be satisfied that the agreement reflects the resolution of the issue with a copy given to all Nominated Parties and/or their representatives to the issue. The issue, once resolved, shall be recorded in the next safety committee meeting minutes with the agreed resolution. 11.8 The Nominated Parties and/or their representatives must make reasonable efforts to achieve a timely and final resolution of the issue. If within a reasonable time there is still no resolution, any of the Nominated Parties attempting to resolve the issue may then ask Work Health and Safety Queensland, and/or the QBCC, where applicable, to arrange for an inspector to attend the workplace to assist in resolving the issue. 11.9 Direction to cease work (a) If - (i) an issue concerning health or safety arises at a workplace or from the conduct of the undertaking of the Employer; and (ii) the issue concerns work which involves an immediate threat to the health or safety of any person; and (iii) given the nature of the threat and degree of risk, it is not appropriate to adopt the processes set out in clause 11.7 above (b) the Employer and/or the health and safety representative for the designated work group in relation to which the issue has arisen may, after consultation between them, direct that the work is to cease. (c) During any period for which work has ceased in accordance with such a direction, the Employer may assign any Employees whose work is affected to suitable and safe alternative work. 11.10 Fundamental to this process is a standing invitation for Union representatives to attend site to assist with all matters relating to health and safety. 11.11 Employees are not required to work in circumstances where the employee or a Union representative reasonably believes a safety law is being, or will be, contravened. Consultation between the relevant parties will occur throughout this procedure including with senior representatives of the Employer and the Union.

  • Failure to Enforce Not a Waiver The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

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