NO IMPAIRMENT OF CERTAIN RIGHTS Sample Clauses

NO IMPAIRMENT OF CERTAIN RIGHTS. No provision of this section 3.11 shall (i) affect any guaranty or similar agreement executed in connection with the debt evidenced by the Related Mortgage Notes or otherwise in connection with the Obligations, (ii) release or reduce the Obligations or the debt evidenced by the Related Mortgage Notes, (iii) impair the right of Xxxxxx Mae to enforce the provisions of paragraph 6 of the portion of each Mortgage identified as the "Multifamily Instrument", (iv) impair the lien of any Mortgage, (v) impair the right of Xxxxxx Xxx to enforce the provisions of the Cash Management Agreement, any Replacement Reserve Agreement, the Assignment of Management Agreement, or any other agreement defined as an "Ancillary Collateral Agreement" in any Mortgage or (vi) limit Owner's obligation to pay documentary stamp, recording, transfer, mortgage, intangible, filing or other taxes or fees and other liabilities payable by Owner pursuant to section 3.1(f).
Sample 1
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NO IMPAIRMENT OF CERTAIN RIGHTS. Although the personal liability of Borrowers, Guarantor and their respective affiliates, shareholders, members, partners, officers, directors and employees may be limited pursuant to section 4.13, no provision of this section 4.13 shall (i) affect any guaranty or similar agreement executed in connection with the debt evidenced by the Related Mortgage Notes and the Custodial Receipts L/C Reimbursement, or otherwise in connection with the Obligations, (ii) release or reduce the Obligations or the debt evidenced by the Related Mortgage Notes and the Custodial Receipts L/C Reimbursement Agreement, (iii) impair the right of Fannie Mae to enforce the provisions of paragraph 6 of the
Sample 1
NO IMPAIRMENT OF CERTAIN RIGHTS. No provision of this section 4.14 shall (i) affect any guaranty or similar agreement executed in connection with Mortgage Loans evidenced by the Related Mortgage Notes or otherwise in connection with the Obligations, (ii) release or reduce the Obligations or the debt evidenced by the Related Mortgage Notes, (iii) impair the right of Xxxxxx Xxx to enforce the provisions of Paragraph 6.B ("Environmental Hazards") of each Mortgage, (iv) impair the lien of any Mortgage or (v) impair the right of Xxxxxx Mae to enforce the provisions of any Cash Management Agreement, any Replacement Reserve Agreement, the Assignment of Management Agreement, any Hedge Security Agreement or any other agreement defined as an "Ancillary Collateral Agreement" in any Mortgage; provided that the personal liability of Owner, QRS Partner and OP Partner shall be limited as provided in sections 4.14(a), (b), and (c). Notwithstanding anything to the contrary in the Related Mortgage Notes or any Bond Property Loan Document, the provisions of this section 4.14 and not the provisions of Sections 10 or 11 of the Related Mortgage Notes shall control and govern the rights and obligations of Xxxxxx Xxx and Owner with respect to the personal liability of Owner regardless of whether Xxxxxx Mae is exercising remedies (directly or indirectly) under the Reimbursement Mortgages and other documents evidencing or securing the Obligations or under all or any of the Related Mortgage Notes, the Related Bond Mortgages or the Bond Property Loan Documents with respect to any Bond Property.
Sample 1
NO IMPAIRMENT OF CERTAIN RIGHTS. No provision of this section 4.14 shall (a) affect any guaranty or similar agreement executed in connection with the Obligations, (b) release or reduce the Obligations or the debt evidenced by the Related Mortgage Notes, (c) impair the right of Fannie Mae to enforce the provisions of paragraph 6 of the portion of each Mortgage, (d) impair the lien of any Mortgage, (e) impair the right of Fannie Mae to 91 enforce the provisions of the Cash Collateral Agreement, the Lock-Box Agreement, any Replacement Reserve Agreement, any Assignment of Management Agreement, or any other agreement defined as an "Ancillary Collateral Agreement" in any Mortgage or (f) limit Owner's obligation to pay documentary stamp, recording, transfer, mortgage, intangible, filing or other taxes or fees and other liabilities payable by Owner pursuant to section 2.2.17.
Sample 1

Related to NO IMPAIRMENT OF CERTAIN RIGHTS

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Enforcement of Certain Rights Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any Person other than the Parties, and their successors or permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such Person being deemed a third party beneficiary of this Agreement.

  • Waiver of Certain Rights Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.

  • Preservation of Certain Remedies Notwithstanding the preceding binding arbitration provisions, the parties hereto and the other Loan Documents preserve, without diminution, certain remedies that such Persons may employ or exercise freely, either alone, in conjunction with or during a Dispute. Each such Person shall have and hereby reserves the right to proceed in any court of proper jurisdiction or by self help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted in the Loan Documents or under Applicable Law or by judicial foreclosure and sale, including a proceeding to confirm the sale, (ii) all rights of self help including peaceful occupation of property and collection of rents, set off, and peaceful possession of property, (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and in filing an involuntary bankruptcy proceeding, and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction. (b) In case the Company shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Company or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto.

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Restrictions on Payment of Certain Debt Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Permitted Ratio Debt or Subordinated Debt, except (i) any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of the definitive documentation governing such Permitted Ratio Debt or Subordinated Debt (including any applicable subordination agreements), (ii) fees and expenses payable to holders of such Permitted Ratio Debt or Subordinated Debt required under the definitive documentation governing such Permitted Ratio Debt or Subordinated Debt (including any applicable subordination agreements), (iii) in connection with, and to the extent permitted hereby, any Refinancing Debt in connection with such Permitted Ratio Debt or Subordinated Debt and (iv) any other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) so long as the Permitted Payment Conditions have been satisfied; or (b) Term Debt, except (i) any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of the definitive documentation governing such Term Debt (including any applicable Intercreditor Agreement), (ii) fees and expenses payable to Term Agent and Term Lenders required under the Term Loan Debt Documents, (iii) in connection with, and to the extent permitted hereby, any Refinancing Debt in connection with such Term Debt and (iii) other payments to the extent expressly permitted in the Intercreditor Agreement and (iv) any other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) so long as the Permitted Payment Conditions have been satisfied.

  • Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Waiver of Certain Damages To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

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