No Revocation of Sovereign Immunity Waiver Sample Clauses

No Revocation of Sovereign Immunity Waiver. Each of the Company and the Guarantors agrees not to revoke or limit, in whole or in part, its limited waiver of sovereign immunity contained in this limited waiver and agreement or in any way attempt to revoke or limit, in whole or in part, such limited waiver of sovereign immunity. In the event of any such revocation, limitation, attempted revocation, or attempted limitation, the parties expressly recognize and agree that there remains no adequate remedy at law available to the Initial Purchasers and the Holders, each will be irreparably injured upon any revocation or limitation hereof, and each of the Company and the Guarantors hereby consents to the entry of appropriate injunctive relief, consistent with the terms and conditions of this Agreement. In the event of any attempted limitation or revocation of the limited waiver of sovereign immunity granted herein, the Initial Purchaser or the Holder affected thereby may immediately seek judicial injunctive relief as provided in this limited waiver and agreement without first complying with any of the prerequisites contained herein to the limited waiver of sovereign immunity granted herein. Any action seeking injunctive relief hereunder shall be brought in one of the United States District Courts for New York or the New York State Supreme Court, and each of the Company and the Guarantors expressly consents to the jurisdiction of, and agrees to be bound by any order or judgment of such District Courts or state court, and any federal or state court with appellate jurisdiction thereover.
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No Revocation of Sovereign Immunity Waiver. The Company and each of the Guarantors agree not to revoke or limit, in whole or in part, the Limited Waiver contained in this Agreement, and forever releases and waives its rights to so revoke or limit the Limited Waiver. In the event of any attempted limitation or revocation in whole or in part of the Limited Waiver, any Claimant may immediately seek judicial injunctive relief as provided in this Agreement in any New York Forum, or, to the extent consistent with this Agreement, any Nation Forum, and the Company and each of the Guarantors expressly consents to the jurisdiction of, and agrees to be bound by any order or judgment of such forums.
Sample 1
No Revocation of Sovereign Immunity Waiver. Morongo covenants and agrees that its limited waiver of sovereign immunity and other waivers contained in this Agreement are irrevocable so long as this Agreement remains in effect. Upon the termination of this Agreement, Morongo's limited waiver of sovereign immunity also shall terminate except as to legal actions pending in a forum identified in paragraph 11.c and as to subsequently filed legal actions based on conduct by Morongo that occurred prior to the date the Agreement was terminated. Except as provided in this paragraph 11, Morongo agrees not to revoke or further limit. in whole or in part, its limited waiver of sovereign immunity or other waivers contained in this Paragraph 11 or in any way attempt to revoke or further limit, in whole or in part, such limited waiver of sovereignimmunity.
Sample 1
No Revocation of Sovereign Immunity Waiver. LDC covenants and agrees that its waiver of sovereign immunity and other consents and waivers contained in Section 12.19(b), (c) and (e) (collectively, the “Sovereign Immunity Waivers”) are irrevocable and it agrees not to revoke or further limit, in whole or in part, its Sovereign Immunity Waivers or in any way attempt to revoke or further limit, in whole or in part, such Sovereign Immunity Waivers. Further, LDC covenants and agrees that the Sovereign Immunity Waivers shall survive unimpaired and bind the successors of LDC and its controlled Affiliates, including any Person that acquires equity securities of LDC or any controlled Affiliate of LDC, whether in a merger, consolidation, stock purchase, exchange, restructuring, reorganization or other transaction regardless of form, and in each such case the Sovereign Immunity Waivers will be in full force and effect and apply unimpaired to the surviving entity of such transaction to the extent permitted under applicable Law. Further, LDC covenants and agrees that, from the date hereof until the ten (10) year anniversary of the Closing Date, (x) it will not sell, assign or otherwise transfer all or substantially all of the business or assets of LDC or any controlled Affiliate of LDC (including the Company), in one or a series of transactions, to any Person with sovereign immunity, whether in an asset purchase, reorganization, restructuring or other transaction regardless of form (including a merger, consolidation, exchange, restructuring, reorganization or other transaction where LDC is not the surviving entity of such transaction), unless such Person shall have waived its sovereign immunity in advance of such transaction in the same form (in all material respects) as the Sovereign Immunity Waivers, and in each such case such advance sovereign immunity waiver will be in full force and effect and apply unimpaired to the transferee, assign or surviving entity, as applicable, of such transaction, and (y) the consideration received by LDC in any transaction contemplated by the foregoing clause (x) shall be available to the Seller Indemnified Parties in the event LDC breaches its obligation to secure an advance waiver of sovereign immunity in accordance with the foregoing clause (x) and LDC shall hold such consideration free and clear of all Liens (other than customary Liens under the LDC Financing) or intercompany agreements and shall not declare any dividends or other distributions of any portion of such consider...
Sample 1

Related to No Revocation of Sovereign Immunity Waiver

  • Waiver of Sovereign Immunity Each Loan Party that is incorporated outside the United States, in respect of itself, its Subsidiaries, its process agents, and its properties and revenues, hereby irrevocably agrees that, to the extent that such Loan Party or its respective Subsidiaries or any of its or its respective Subsidiaries’ properties has or may hereafter acquire any right of immunity, whether characterized as sovereign immunity or otherwise, from any legal proceedings, whether in the United States or elsewhere, to enforce or collect upon the Loans or any Loan Document or any other liability or obligation of such Loan Party or any of their respective Subsidiaries related to or arising from the transactions contemplated by any of the Loan Documents, including, without limitation, immunity from suit, immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment, and immunity of any of its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, such Loan Party, for itself and on behalf of its Subsidiaries, hereby expressly waives, to the fullest extent permissible under applicable law, any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the United States or elsewhere. Without limiting the generality of the foregoing, each Loan Party further agrees that the waivers set forth in this Section 10.25 shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

  • No Waiver of Sovereign Immunity Nothing in the Contract will be construed as a waiver of the System Agency’s or the State’s sovereign immunity. This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas under the Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. System Agency does not waive any privileges, rights, defenses, or immunities available to System Agency by entering into the Contract or by its conduct prior to or subsequent to entering into the Contract.

  • Waiver of Immunity To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law.

  • Waiver of Immunities To the extent that the Company or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any immunity of that kind and consents to relief and enforcement as provided above.

  • No Waiver of Immunity Neither College nor School District waiver or relinquish any immunity or defense on behalf of itself, its trustees, officers, employees, and agents as a result of the execution of this MOU and the performance of the covenants contained herein.

  • No Waiver of Immunities Nothing in this Agreement shall be deemed to waive, modify or amend any legal defense available at law or in equity to County, its past or present officers, employees, or agents or employees, nor to create any legal rights or claim on behalf of any third party. County does not waive, modify, or alter to any extent whatsoever the availability of the defense of governmental immunity under the laws of the State of Texas and of the United States.

  • Sovereign Immunity The State reserves all immunities, defenses, rights or actions arising out of the State’s sovereign status or under the Eleventh Amendment to the United States Constitution. No waiver of the State’s immunities, defenses, rights or actions shall be implied or otherwise deemed to exist by reason of the State’s entry into this Agreement.

  • Section 1542 Waiver In giving the general release herein, which includes claims which may be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code, which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to my release of claims, including but not limited to any unknown or unsuspected claims herein.

  • Revocation and Effect of Consents, Waivers and Actions Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder's Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Securityholder.

  • Waiver of Unknown Claims This Agreement is intended to be effective as a general release of and bar to each and every Claim hereinabove specified. Accordingly, Executive hereby expressly waives any rights and benefits conferred by Section 1542 of the California Civil Code and any similar provision of any other applicable state law as to the Claims. Section 1542 of the California Civil Code provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Executive acknowledges that Executive later may discover claims, demands, causes of action or facts in addition to or different from those which Executive now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms. Nevertheless, Executive hereby waives, as to the Claims, any claims, demands, and causes of action that might arise as a result of such different or additional claims, demands, causes of action or facts.

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