No Course of Dealing or Performance Sample Clauses

No Course of Dealing or Performance. Each of the Borrowers acknowledges and agrees that the execution, delivery and performance of this Amendment by the Administrative Agent and each of the Lenders does not and shall not create (nor shall Borrowers rely upon the existence of or claim or assert that there exists) any obligation of any of the Lenders and the Administrative Agent to consider or agree to any other amendment of or consent with respect to any of the Loan Documents, or any other instrument or agreement to which the Administrative Agent or any Lender is a party (collectively an “Amendment or Consent”), and in the event that the Administrative Agent or any of the Lenders subsequently agree to consider any requested Amendment or Consent, neither the existence of this Amendment, nor any other conduct of the Administrative Agent or any of the Lenders related hereto, shall be of any force or effect on the Administrative Agent’s or any of the Lenders’ consideration or decision with respect to any such requested Amendment or Consent, and the Administrative Agent and the Lenders shall not have any obligation whatsoever to consider or agree to any such Amendment or Consent.
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No Course of Dealing or Performance. Each of the Borrowers acknowledges and agrees that the agreement of Agents and Lenders to forbear from exercising their rights and remedies under the Loan Documents with respect to the Existing Defaults pursuant to and as reflected in this Forbearance Agreement, does not and shall not create (nor shall Borrowers rely upon the existence of or claim or assert that there exists) any obligation of Agents or Lenders to consider or agree to any waiver or any further forbearance and, in the event that Agents or Lenders subsequently agree to consider any waiver or any further forbearance, neither the existence of any prior forbearance, nor this Forbearance Agreement, nor any other conduct of the Agents or Lenders, or any of them, shall be of any force or effect on any consideration or decision with respect to any such requested waiver or forbearance, and neither Agents nor any Lender shall have any obligation whatsoever to consider or agree to further forbear from the exercise of remedies in respect of or to waive any other Default or Event of Default. In addition, neither (w) the execution and delivery of this Forbearance Agreement, (x) the actions of Agents or Lenders in obtaining or analyzing any information from Borrowers, whether or not related to consideration of any waiver, modification, forbearance or alteration of the Credit Agreement, any Default or Event of Default thereunder, or otherwise, including, without limitation, any discussions or negotiations (heretofore or, if any, hereafter) between Agents or Lenders and Borrowers regarding any potential waiver, modification, forbearance or amendment related to the Credit Agreement, (y) any failure of Agents or Lenders to exercise any of their rights under, pursuant or with respect to the Credit Agreement, nor (z) any action, inaction, waiver, forbearance, amendment or other modification of or with respect to the Credit Agreement, shall, unless evidenced by a written agreement (and then only to the extent provided by the express provisions thereof): (i) Constitute a waiver by Agents or any Lender of, or, except to the extent expressly provided herein, an agreement by Agents or any Lender to forebear from the exercise of remedies with respect to, any Default or Event of Default under the Credit Agreement; (ii) Constitute a waiver by or estoppel of Agents or any Lender as to the satisfaction or lack of satisfaction of any covenant, term or condition set forth in the Credit Agreement; or (iii) Constitute an ame...
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No Course of Dealing or Performance. Grantor acknowledges and agrees that the execution, delivery and performance of this Amendment by Secured Party does not and shall not create (nor shall Grantor rely upon the existence of or claim or assert that there exists) any obligation of Secured Party to consider or agree to any other amendment of or consent with respect to any of the Loan Documents, or any other instrument or agreement to which Secured Party is a party (collectively an “Amendment or Consent”), and in the event that Secured Party subsequently agrees to consider any requested Amendment or Consent, neither the existence of this Amendment, nor any other conduct of Secured Party related hereto, shall be of any force or effect on Secured Party’s consideration or decision with respect to any such requested Amendment or Consent, and Secured Party shall not have any obligation whatsoever to consider or agree to any such Amendment or Consent.
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No Course of Dealing or Performance. Each Credit Party acknowledges and agrees that the execution, delivery and performance of this Amendment by it does not and shall not create (nor shall either Credit Party rely upon the existence of or claim or assert that there exists) any obligation of Lender to consider or agree to any other amendment of or waiver or consent with respect to the Loan Agreement or any other Loan Document, or any other instrument or agreement to which Lender is a party (collectively, an “Amendment or Consent”), and in the event that Lender subsequently agrees to consider any requested Amendment or Consent, neither the existence of this Amendment nor any other conduct of Lender related hereto, shall be of any force or effect on Lender’s consideration or decision with respect to any such requested Amendment or Consent, and Lender shall not have any obligation whatsoever to consider or agree to any such Amendment or Consent.
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No Course of Dealing or Performance. The Parent acknowledges and agrees that the execution, delivery and performance of this Amendment by the Lender does not and shall not create (nor shall the Parent rely upon the existence of or claim or assert that there exists) any obligation of the Lender to consider or agree to any other amendment of or waiver or consent with respect to the Loan Agreement or any other Loan Document, or any other instrument or agreement to which Lender is a party (collectively, an “Amendment or Consent”), and in the event that the Lender subsequently agrees to consider any requested Amendment or Consent, neither the existence of this Amendment nor any other conduct of the Lender related hereto, shall be of any force or effect on the Lender’s consideration or decision with respect to any such requested Amendment or Consent, and the Lender shall not have any obligation whatsoever to consider or agree to any such Amendment or Consent.
Sample 1
No Course of Dealing or Performance. Borrower acknowledges and agrees that the agreement of Lender to amend the Loan Documents pursuant to and as reflected in this Amendment, does not and shall not create (nor shall Borrower rely upon the existence of or claim or assert that there exists) any obligation of Lender to consider or agree to any further amendments and, in the event that Lender subsequently agrees to consider any further amendment, neither the existence of this Amendment, nor any other conduct of the Lender, shall be of any force or effect on consideration or decision with respect to any such requested amendment, and Lender shall have no obligation whatsoever to consider or agree to amend the Credit Agreement or forbear or waive any other Default or Event of Default.
Sample 1

Related to No Course of Dealing or Performance

  • 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.

  • 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.

  • 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.

  • No Waiver by Course of Conduct No Secured Party shall by any act (except by a written instrument pursuant to Section 8.5), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

  • Regular Course of Business (a) The Company shall operate its business diligently and in good faith and in the ordinary and usual course, consistent with past management practices; shall maintain all of its respective properties in good order and condition, shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein or except as occurs in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company. (b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of TSI: (i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it; (ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (c) Notwithstanding any other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule 216 hereto to the extent that such fees are incurred in the ordinary course of business.

  • No Consequential Damages Other than the Liquidated Damages heretofore described and the indemnity obligations set forth in Article 18.1, in no event shall any Party be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to another Party under separate agreement will not be considered to be special, indirect, incidental, or consequential damages hereunder.

  • 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.

  • No Waiver by Course of Conduct; Cumulative Remedies No Secured Party shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

  • Breach of Contract The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract: a) Terminate the Contract immediately, pursuant to Section K herein; b) Afford the Contractor written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach; c) Discontinue payment to the Contactor for and during the period in which the Contractor is in breach; and d) Offset against any monies billed by the Contractor but yet unpaid by the County those monies disallowed pursuant to the above.

  • No Consequential or Punitive Damages Neither Party hereto (or any of their respective Affiliates) shall, under any circumstance, be liable to the other Party (or its Affiliates) for any consequential, exemplary, special, indirect, incidental or punitive damages claimed by such other Party under the terms of or due to any breach of this Agreement, including, but not limited to, loss of revenue or income, cost of capital, or loss of business reputation or opportunity.

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