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LIMITATION OF WAIVER AND CONSENT Sample Clauses

LIMITATION OF WAIVER AND CONSENTWithout limiting the generality of the provisions of Section 11.08 of the Credit Agreement, the waiver and consent set forth in Section 3 shall be limited precisely as written and is provided solely with respect to (i) the noncompliance with Sections 6.01, 7.08 and 7.09 of the Credit Agreement as specified in Section 3, (ii) the dissolution of the Dissolving Companies and (iii) the amendment to the Senior Subordinated Note. Nothing in this Amendment shall be deemed to constitute (a) a waiver of noncompliance with Sections 6.01, 7.08 or 7.09 of the Credit Agreement other than as specified in Section 3, any dissolution of a Borrower or a Guarantor other than the dissolution of the Dissolving Companies or any other amendment to the Senior Subordinated Note, (b) a consent to or waiver of noncompliance with any other term, provision or condition of the Credit Agreement or any other instrument or agreement referred to therein or (c) a waiver of any other Event of Default.
LIMITATION OF WAIVER AND CONSENTWithout limiting the generality of the provisions of Section 11.08 of the Credit Agreement, the waiver and consent set forth in Section 3 shall be limited precisely as written and are provided solely with respect to (a) the defaults under the Senior Subordinated Note and the Convertible Subordinated Notes described in Section 3, (b) the noncompliance by the Borrowers with Sections 6.01, 7.05, 7.08, 7.09, 7.10 and 7.11, (c) the Dispositions and release of Liens on related Collateral as specified in Section 3 and (d) the amendments to the Senior Subordinated Note and the Convertible Subordinated Notes described in Section 3. Nothing in this Amendment shall be deemed to constitute (i) a waiver of any other defaults under the Senior Subordinated Note and the Convertible Subordinated Notes or of compliance by Borrowers with respect to Sections 6.01, 7.05, 7.08, 7.09, 7.10 and 7.11 of the Credit Agreement in any other instance, (ii) a consent to any sale or disposition of assets or release of Collateral other than the Dispositions and the release of Liens on Collateral as specified in Section 3, (iii) a consent to any amendment of any Subordinated Indebtedness other than as specified in Section 3 or (iv) a waiver of or consent to noncompliance with any other term, provision or condition of the Credit Agreement or any other instrument or agreement referred to therein.
LIMITATION OF WAIVER AND CONSENTWithout limiting the generality of the provisions of Section 12.2 of the Credit Agreement, the waivers and consent set forth above shall be limited precisely as written and relate solely to the waiver of the provisions of the Credit Agreement and the Security Agreement in the manner and to the extent described above, and nothing in this Fourth Amendment shall be deemed to: (a) constitute a waiver of compliance by any Credit Party with respect to Section 12.2 of the Credit Agreement in any other instance; or (b) prejudice any right or remedy that any Lender may now have (except to the extent such right or remedy was based upon existing defaults that will not exist after giving effect to this Fourth Amendment) or may have in the future under or in connection with the Credit Agreement or any other instrument or agreement referred to therein.
LIMITATION OF WAIVER AND CONSENT. 4.1 The waiver set forth in Section 2 above shall apply only with respect to the Existing Events of Default. The agreement by Collateral Agent and Required Lenders to waive the Existing Events of Default (a) in no way shall be deemed an agreement by Collateral Agent or any Lender to waive Borrower’s compliance with the sections of the Loan Agreement that resulted in the Existing Events of Default, (b) shall not limit or impair Collateral Agent’s or any Lender’s right to demand strict performance of such sections after the date of this Amendment, (c) shall not limit or impair Collateral Agent’s or any Lender’s right to demand strict performance of all other covenants of the Loan Agreement and (d) shall not prejudice any right, remedy or obligation which Collateral Agent, Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document. The waiver set forth in Section 2 above is effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document. 4.2 Except for the consents set forth in Section 3 above, Collateral Agent and the Lenders have not consented to, and are not consenting to, any other transaction or action or inaction in violation of the Loan Agreement or any other Loan Document. The consents set forth in Section 3 above are effective for the purposes set forth therein and shall be limited precisely as written and shall not (a) be deemed to be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, including, without limitation, a waiver of any default or Event of Default under the Loan Agreement resulting from Borrower’s failure to consummate the transactions contemplated by the Lifera Transaction Documents or the breach or fulfillment of any of Borrower’s obligations under the Lifera Transaction Documents, (b) limit or impair Collateral Agent’s or any Lender’s right to demand strict performance of all other covenants, or (c) prejudice any right, remedy or obligation which Collateral Agent, Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document.

Related to LIMITATION OF WAIVER AND CONSENT

  • Effect of Waiver No consent or waiver, express or implied, by Lender to or for any breach of or deviation from any covenant or condition by Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.

  • Effect of Waiver or Consent A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

  • Acknowledgement of Waiver of Claims Under ADEA Employee acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. Employee and the Company agree that this waiver and release does not apply to any rights or claims that may arise under ADEA after the Effective Date of this Agreement. Employee acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that he has been advised by this writing that: (a) he should consult with an attorney prior to executing this Agreement; (b) he has up to twenty-one (21) days within which to consider this Agreement; (c) he has seven (7) days following his execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until the revocation period has expired; and, (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law.

  • Terms of Waiver As an enrolled, Covered Guest, staying at an iTrip Franchisee property, under this plan, you will not be obligated to pay for Covered Damage (defined below) to real or personal property of the owner of the rental unit located within the rental unit occupied by the Covered Guest. When the Covered Guest purchases this plan, the property manager waives the right to charge the Covered Guest for Covered Damage to the unit as a result of your inadvertent acts or omissions during the duration of the Stay. Maximum limit of this waiver of liability is $1,475.00 aggregate per stay.

  • Acknowledgment of Waiver of Claims under ADEA Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Executive understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Executive understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further understands and acknowledges that Executive has been advised by this writing that: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has 21 days within which to consider this Agreement; (c) Executive has 7 days following Executive’s execution of this Agreement to revoke this Agreement pursuant to written notice to the General Counsel of the Company; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Executive signs this Agreement and returns it to the Company in less than the 21 day period identified above, Executive hereby acknowledges that Executive has freely and voluntarily chosen to waive the time period allotted for considering this Agreement.

  • Effect of the Amendment The Agreement will be deemed amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment. Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.

  • F2 Waiver The failure of either Party to insist upon strict performance of any provision of the Contract, or the failure of either Party to exercise, or any delay in exercising, any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by the Contract.

  • Certain Waivers Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.

  • Non-Waiver of Rights The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter.

  • Xx Waiver The failure of any Party to insist upon or enforce strict performance by any other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather the same shall be and remain in full force and effect.