Waiver and Acknowledgment. By agreeing to this binding arbitration provision, the Parties understand that they are waiving certain rights and protections which may otherwise be available if a Claim between the Parties were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this provision, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence.
Waiver and Acknowledgment. The Project acknowledges that the Sponsor will devote such time to management of the Project's funds and to general supervision of the Project as it sees fit and in its sole discretion. The Project hereby waives and releases the Sponsor from any and all claims, loss, damage, liability and expense, including without limitation attorney's fees and costs (collectively "Claims"), known or unknown, arising out of or in any way related to the Project, except damages arising solely from the Sponsor's gross negligence or willful misconduct.
Waiver and Acknowledgment. You:
(a) expressly waive any rights you may have to terminate this Agreement other than as contemplated in this clause 9; and
(b) acknowledge that we may terminate this Agreement under this clause 9 without considering the impact such termination may have on you.
Waiver and Acknowledgment. BY AGREEING TO THIS BINDING ARBITRATION PROVISION, THE PARTIES UNDERSTAND THAT THEY ARE WAIVING CERTAIN RIGHTS AND PROTECTIONS WHICH MAY OTHERWISE BE AVAILABLE IF A CLAIM BETWEEN THE PARTIES WERE DETERMINED BY LITIGATION IN COURT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SEEK OR OBTAIN CERTAIN TYPES OF DAMAGES PRECLUDED BY THIS PROVISION, THE RIGHT TO A JURY TRIAL, CERTAIN RIGHTS OF APPEAL, AND A RIGHT TO INVOKE FORMAL RULES OF PROCEDURE AND EVIDENCE.
Waiver and Acknowledgment. Subject to the terms and conditions set forth herein, the Administrative Agent and each Lender hereby waive the following:
(a) Any Event of Default pursuant to Section 8.1(b) of the Credit Agreement resulting from any failure by the Borrower to prepare the financial statements of the Borrower for the fiscal year ended January 30, 2006 ("2006 FINANCIAL STATEMENTS") in accordance with GAAP consistently applied and any failure of such financial statements to fairly present the financial condition of the Borrower as of the respective dates thereof as required by Section 5.5 of the Credit Agreement solely to the extent that such failure relates to or otherwise is the subject of adjustments, amendments and/or restatements of the 2006 Financial Statements in respect of an overstatement of net income resulting from an overstatement of "income tax benefit" by approximately $16,000,000 (the "RESTATEMENT");
(b) Any Event of Default pursuant to Section 8.1(b) of the Credit Agreement resulting from any non-compliance with Sections 5.5 and 5.17 of the Credit Agreement with respect to or in connection with the 2006 Financial Statements and certain other reports and certificates as to or in connection with the financial information and/or computations delivered by the Borrower during or otherwise with respect to the fiscal year ended January 30, 2006 solely to the extent related to or resulting from the Restatement;
(c) Any Event of Default pursuant to Section 8.1(c)(i) of the Credit Agreement resulting from any failure of the Borrower to furnish to the Administrative Agent within one Business Day after a Loan Party obtained knowledge thereof notice of the occurrence of any Default or Event of Default, together with a certificate of an Authorized Officer of the Borrower specifying the nature and period of existence thereof and the Borrower's proposed response thereto, as required by Section 6.1(f) of the Credit Agreement, solely to the extent related to or resulting from the Restatement;
(d) Any Event of Default pursuant to Section 8.1(c)(ii) of the Credit Agreement resulting from any failure of the Borrower to deliver to the Administrative Agent audited financial statements of the Borrower in accordance with GAAP as required by Section 4.1(z) of the Credit Agreement solely to the extent related to or resulting from the Restatement; and
(e) Any Event of Default pursuant to Section 8.1(c)(ii) of the Credit Agreement resulting from any failure of the Borrower to keep proper...
Waiver and Acknowledgment. (a) Subject to the satisfaction of the conditions set forth in Section 4 below, in reliance on the representations and warranties set forth in Sections 5 and 7 below, and subject to the limitations set forth in Section 8 below, the Lenders hereby waive the Specified Defaults. The Borrower acknowledges and agrees that the waiver contained in this Section 3 shall not waive or amend (or be deemed to be or constitute an amendment to or waiver of) any other covenant, term or provision in the Credit Agreement or hinder, restrict or otherwise modify the rights and remedies of the Lenders and the Administrative Agent following the occurrence of any other present or future Default or Event of Default under the Credit Agreement or any other Loan Document. The waiver of each Specified Default set forth above is solely with respect to the period(s) corresponding to such Specified Default prior to the date hereof.
(b) Notwithstanding anything to the contrary contained in the Credit Agreement (as amended by this Amendment), the Administrative Agent and the Required Lenders acknowledge and agree that (i) they have received notice that U.U.U.I. Undertone Israel Ltd., a private limited liability company organized under the laws of Israel ("U.U.U.I."), has been designated by the Borrower as an Immaterial Subsidiary, (ii) the liquidation and dissolution of U.U.U.I. is not materially disadvantageous to the Lenders and (iii) the proposed conversion of intercompany loans in the aggregate amount of approximately $12,000,000 made by Intercept Interactive Inc. to each of World Web Network Ltd. and World Web Network GmbH to equity will not be a Default and, if such conversion has occurred prior to the effectiveness of this Amendment, is not a Default, under the Credit Agreement (as amended by this Amendment), including but not limited to Section 7.4(d) thereof; provided, that, such acknowledgment and agreement are conditioned upon there being no adverse effect on the Lenders as a result of such conversion (other than the fact that Intercept Interactive Inc. would no longer hold an intercompany receivable in the amount of approximately $12,000,000).
Waiver and Acknowledgment. The parties waive any right or benefit each has or may have under Section 1542, or under any similar law of similar effect in any jurisdiction, including under Florida law, to the full extent each may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. The parties acknowledge they may hereafter discover facts in addition to or different from those they now know or believe to be true with respect to the subject matter of this Agreement, and that it is their intention to fully and forever settle and release all disputes and differences, known or unknown, suspected or unsuspected, which do now exist, may exist or heretofore have existed and that in furtherance of such intention the releases herein given shall be and remain in effect as full and complete general releases, notwithstanding the discovery or existence of any such additional or different facts.
Waiver and Acknowledgment. It is possible that not everyone should participate in the various programs and activities at the Fitness Center. I acknowledge that I have discussed my participation with my healthcare provider(s), or have chosen not to do so. In consideration of my voluntary participation exercising in the Valparaiso University Fitness Center, I hereby release Valparaiso University and its employees, board members, agents, and representatives from any liability for injuries sustained while participating in such programs. This release shall apply to any acts or omissions whether negligent on the part of the University and the released parties and to any acts or omission of other participants. THIS IS A RELEASE.
Waiver and Acknowledgment. (a) The Lenders hereby waive the Default arising out of (i) the Borrower’s failure to comply with Section 5.01(b) and (c) of the Credit Agreement with respect to the fiscal quarter ended December 31, 2006 and any failure of Borrower to provide the related notification required by 5.01(g) with respect thereto and (ii) any Default under Section 7.01(e) due to a default under any Material Indebtedness arising solely out of the failure to timely file a quarterly report on 10-Q, or otherwise provide financial information or certification, for the quarter ended December 31, 2006; provided that this clause (ii) shall not apply if the maturity of any Material Indebtedness is accelerated or the prepayment, repurchase, redemption or defeasance thereof is required prior to its scheduled maturity. However, if any Default described in clause (i) or (ii) exists on April 30, 2007, such Default shall constitute an Event of Default on April 30, 2007.
(b) The Lenders hereby acknowledge and agree that the adjustments to the financial statements of the Borrower described in Parent’s Form 8-K dated February 12, 2007, which adjustments have the impacts described to the Administrative Agent, do not result in a breach of Section 3.06 or 3.16 of the Credit Agreement or any Default under Section 7.01(b) of the Credit Agreement.
Waiver and Acknowledgment. Section 2.1 GE Capital hereby waives the Defaults and Events of Default specified in Schedule A hereto relating to the period between July 22, 1999 and the First Amendment Date, and any and all rights and remedies that would, in the absence of this waiver, otherwise be available to GE Capital in connection with such specified Defaults and Events of Default.
Section 2.2 This First Amendment shall be deemed to be effective immediately prior to the effectiveness of the New Credit Agreement on the date hereof.
Section 2.3 The amendments and waivers set forth in Article I and Article II hereof, respectively, do not alter, waive or amend, except as expressly provided in this First Amendment, the provisions of the Original Note Purchase Agreement. Except as expressly set forth in this First Amendment, nothing in this First Amendment shall be deemed or construed as a waiver or release of, or a limitation upon, the exercise by GE Capital of any rights and remedies under the Original Note Purchase Agreement, whether arising as a consequence of any Events of Default which may now exist or otherwise, and any and all such rights and remedies are hereby expressly reserved.
