Time Limit Waivers Sample Clauses
Time Limit Waivers. Any time limits established in this agreement may be waived through mutual consent of the parties.
Landlord Waivers; Bailee Waivers In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will first receive the written consent of Collateral Agent and, in the event that the Collateral at any new location is valued in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be.
JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW 11.1 Governing Law; Choice of Forum; Service of Process;
Limited Waivers The undersigned, constituting the Required Holder under the SPA, hereby waives: (a) each of the covenants or other provisions or agreements identified on Exhibit 1 attached to this Amendment and Waiver, solely to the extent described on Exhibit 1. Each such respective waiver shall remain effective only if the Issuer complies with the applicable respective restated obligation (if any) specified therefor on Exhibit 1; and (b) any Default or Event of Default in connection with Sections 6.01(h), (i), (k), (m), (s), (aa), (ee), (ii), (jj), (kk), (mm), and (oo), 7.01(b), 7.03 and 9.01(n) of the SPA arising from, or in connection with, the incurrence or existence of any VAT Liability of FFN, the Issuer or any Subsidiary of FFN or the Issuer through the Second Amendment Effective Date (with no cure being required) that relates to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008. (c) The parties hereto agree and acknowledge that (i) for purposes of Section 9 of the Seller Note Subordination Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Interactive Agent for purposes of Section 9 of the Seller Note Subordination Agreement with respect to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes, (ii) for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Lien Collateral Agent for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement with respect to the modifications set forth in the waiver from the holders of the Second Lien Notes dated as of the Second Amendment Effective Date (the “Second Lien Waiver”), (iii) the Required Holders of this Amendment and Waiver and the holders of the Second Lien Notes pursuant to the Second Lien Waiver in their capacity as Second Lien Claimholders consent to the modification of the Subordinated Notes for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement (for the avoidance of doubt, the Required Holders make no representation or warranty as to whether such consent is sufficient for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement), and (iv) payment of the amendment and waiver fees pursuant to the Other Waivers, payment in kind of any interest on the Subordinated Notes or payment in kind of any interest to be paid pursuant to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes are not subject to the payment subordination provisions of Section 4.1 of the PMGI Senior Lien Intercreditor Agreement or Section 4.1 of the Interactive First Lien Intercreditor Agreement; provided, for the avoidance of doubt, that no interest on the Subordinated Notes or the Seller Notes will be paid in cash until the prior repayment in full in cash of the Notes.
Severability; Waiver; and Survival (a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired. (b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced. (c) The parties’ rights, protections, and remedies under this Agreement shall survive its termination.
Non-Waivers A failure or delay of either Party to enforce any of the provisions hereof, to exercise any option which is herein provided, or to require performance of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or options, and each Party, notwithstanding such failure, shall have the right thereafter to insist upon the performance of any and all of the provisions of this Agreement.
Severability; Waivers If any part of this Agreement is not enforceable, the rest of the Agreement may be enforced. The Bank retains all rights, even if it makes a loan after default. If the Bank waives a default, it may enforce a later default. Any consent or waiver under this Agreement must be in writing.
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.
Amendment; Waivers This Agreement may be amended, modified or supplemented only by an instrument in writing executed by all the parties hereto. Any waiver of any terms and conditions hereof must be in writing, and signed by the parties hereto. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms and conditions hereof.
Amendment; Waivers, etc No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.
General Waivers Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand or action on delinquency, protest, the benefit of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other guarantor of the Guaranteed Obligations, or any other Person.