Waiver and Termination Sample Clauses

Waiver and Termination. (a) Notwithstanding anything to the contrary in this Agreement or any other Debt Document, any Party may, together with exercising any right pursuant to paragraph (f) of Clause 29.1 (Required Consents), unilaterally waive, relinquish, or otherwise release or decline the right to receive or benefit from, any right in relation to a Debt Document, including in relation to Transaction Security or any guarantee, indemnity or other assurance against loss in respect of any Liabilities owed to it by a Debtor or Security Grantor with the prior consent of the Company; and by written notice from the Company to each Agent party to this Agreement and the Security Agent at such time (a "Unilateral Waiver"). (b) Following a Unilateral Waiver by a Party in accordance with paragraph (a) above, the Security Agent shall (i) be deemed to have unilaterally waived, relinquished, or otherwise released or declined the right to receive or benefit from the same or any substantially equivalent right to the rights subject to such Unilateral Waiver, in connection with any parallel debt and/or joint and several creditorship structure relating to the relevant Liabilities; and (ii) at the request and cost of the Company, take any action or execute any document reasonably requested by the Company which is necessary or desirable to give effect to or evidence the releases and other actions described in this Clause 1.4. (c) Any Unilateral Waiver by a Party in accordance with paragraph (a) above shall also be deemed to constitute a waiver of the rights of such Party (and the Security Agent, as relevant) under Clause 18 (Application of Proceeds), Clause 19 (Equalisation) and any other equalisation or loss sharing provisions under any Debt Document in so far as such provisions relate to the rights subject to such Unilateral Waiver, including such that to the extent that the Liabilities of a Creditor would, but for the Unilateral Waiver, have had the benefit of any guarantee, indemnity or other assurance against loss or Transaction Security under which Group Recoveries are received by the Security Agent or other Creditors, that Creditor will not benefit from the application of, or receive any payments in respect of, such Group Recoveries pursuant to Clause 18 (Application of Proceeds) in respect of those Liabilities; and if, as a result of this paragraph (c), the amount of a payment to a Creditor pursuant to Clause 18 (Application of Proceeds) is lower than the amount which would have been so pa...

Waiver and Termination. Amendment 27 Section 11.2 Waiver 27 Section 11.3 Termination 27

Waiver and Termination. (a) Effective as of the Effective Date, the Holder hereby waives any obligation the Company has under the Registration Rights Agreement, dated as of the date of the Subscription Agreement (the “Registration Rights Agreement”), including, without limitation, with respect to the registration of the shares of Common Stock issuable upon conversion of the Preferred Shares or upon exercise of the Warrants and the Holder hereby waives any and all damages, penalties and defaults related to the Company failing to file or have declared effective a registration statement by the United States Securities and Exchange Commission (the “Commission”). The Holder and the Company agree and acknowledge that the Registration Rights Agreement shall be cancelled as of the Effective Date and neither party shall have any further rights or obligations under the Registration Rights Agreement as of the Effective Date. (b) Effective as of the date hereof, the Holder hereby waives any rights pursuant to Section 8 of the Certificate of Designations and agrees and acknowledges that the Certificate of Designations shall be cancelled as of the Effective Date and the Holder shall have no further rights under the Certificate of Designations as of the Effective Date. (c) Effective as of the date hereof, the Holder hereby waives any rights pursuant to the Warrants, including, without limitation, Section 8 of the Warrants, and the Company and the Holder agree and acknowledge that the Warrants shall be cancelled as of the Effective Date and neither party shall have any further rights or obligations under the Warrants as of the Effective Date. (d) Effective as of the date hereof, the Holder hereby waives any rights under the Subscription Agreement, and the Company and the Holder agree and acknowledge that the Subscription Agreement shall be cancelled as of the Effective Date and neither party shall have any further rights or obligations under the Subscription Agreement as of the Effective Date.

Waiver and Termination. Each Shareholder hereby agrees to waive (and shall not seek to enforce) any and all rights, indemnities, privileges, powers or preferences that arise or could reasonably be expected to arise under that certain Shareholders' Agreement (the "Shareholders' "Agreement"), dated as of December 31, 2004, by Cypress Merchant B Partners II (Cayman) L.P., Cypress Merchant Banking II-A C.V., Cypress Side-By-Side (Cayman) L.P., 55th Street Partners II (Cayman) L.P. (collectively, the "Cypress Investors") and the Company as a result of the execution of the Transaction Documents and the consummation of the transactions contemplated thereby, or which could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the transactions contemplated by this Agreement or the Securities Purchase Agreement, including without limitation, any and all rights granted pursuant to Article IV of the Shareholders Agreement. The Shareholders shall enter into (i) one or more termination agreements, each in form and substance satisfactory to the Investors in their sole discretion, and deliver to the Investors (prior to Closing) copies of such executed termination agreements, evidencing the termination, effective immediately prior to the Closing, by all parties thereto of, the Shareholders Agreement, Securities Purchase Agreement, dated as of October 17, 2004, by and among the Company and the Cypress Investors and any other agreements with the Company that grant to the Shareholders or the Cypress Investors, as the case may be, any rights, indemnities, preferences, powers or privileges with respect to, or in connection with, the Company or its Subsidiaries, the Subject Shares or any other shares of the Company and (ii) at or prior to the Closing, the Registration Rights and Shareholders Agreement in the form attached hereto as Exhibit A.

Waiver and Termination. The parties agree to, and do hereby, waive the terms of any and all options and rights to purchase, voting agreements, registration rights, and all other rights and requirements under the Stockholders' Agreement and terminate the Stockholders' Agreement effective concurrent with the closing of the Offering, except for the provisions of Section 5.8, which shall survive such termination. Upon termination, no party shall have any further liability or obligations to any other party under the Stockholders' Agreement except as otherwise expressly provided for herein.

Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, which majority of the shares of Transfer Stock held by the Key Holders must include Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC and FT Bandwidth Ventures II, LLC, so long as Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC or FT Bandwidth Ventures II, LLC, respectively is a Key Holder; and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis). Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor (including Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC, and FT Bandwidth Ventures II, LLC, for the purposes of any amendment, modification, termination or waiver of any rights pursuant to Section 2.2 above), or Key Holder without the written consent of such Investor (including Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC, and FT Bandwidth Ventures II, LLC, for the purposes of any amendment, modification, termination or waiver of any rights pursuant to Section 2.2 above) or Key Holder unless such amendment, modification, termination or waiver applies to all Investors (including Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC, and FT Bandwidth Ventures II, LLC, for the purposes of any amendment, modification, termination or waiver of any rights pursuant to Section 2.2 above) and Key Holders, respectively, in the same fashion and such amendment, modification, termination or waiver is otherwise approved pursuant to the first sentence of this Section 6.8, and (ii) the consent of the Key Holders shall...

Waiver and Termination. 9.1 It is understood that the Purchaser and the Corporation may at their sole discretion waive, in whole or in part, or extend the time for compliance with, any of the terms and conditions of this Agreement in their favour without prejudice to their rights in respect of any other of such terms and conditions or any other subsequent breach or non-compliance; provided, however, that to be binding on the Purchaser or the Corporation as applicable any such waiver or extension must be in writing. 9.2 This Agreement may be terminated on or before the Closing Date under the following circumstances: (a) upon mutual consent of the Parties; (b) by either the Purchaser or the Corporation, if the Closing Date has not occurred on or before December 31, 2023 or such later date as may be mutually agreed by the Purchaser and the Corporation in writing, provided that a Party may not terminate this Agreement pursuant to this Section 9.2(b) if the failure of the Closing Date to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; (c) by the Purchaser, upon written notice to the Corporation, if there has been a material violation, breach or inaccuracy of any representation, warranty or covenant of the Corporation contained in this Agreement, which violation, breach or inaccuracy would cause any of the representations, warranties, covenants or conditions of the Corporation in this Agreement not to be satisfied; or (d) by the Corporation, upon written notice to the Purchaser, if there has been a material violation, breach or inaccuracy of any representation, warranty or covenant of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the representations, warranties, covenants or conditions of the Purchaser in this Agreement not to be satisfied. 9.3 If the Agreement is terminated in accordance with the terms hereof, the Corporation will promptly return any funds, certified cheques and bank drafts delivered by the Purchaser representing the Subscription Amount without interest or deduction.

Waiver and Termination a) The Company agrees and acknowledges that its past, present and future rights to (i) repurchase Vested Stock arising under the Manager Repurchase Options and (ii) repurchase Stock under the Director Repurchase Options are hereby waived and terminated and the provisions giving rise to such rights shall have no further force and effect for now and for all times hereafter. b) CVC agrees and acknowledges that its past, present and future rights to repurchase Vested Stock arising under the Manager Repurchase Options arc hereby waived and terminated and the provisions giving rise to such rights shall have no further force and effect for now and for all times hereafter.

Waiver and Termination. In consideration of the Assignor agreeing to irrevocably assign all of the Assignor’s right, title and interest in and to the Website to the Assignee, the Assignee hereby (i) waives its rights to foreclose upon the Collateral, (ii) immediately releases and discharges all liens and security interests currently held in favor of Assignee against the Credit Parties, (ii) immediately releases and discharges all obligations owed by the Credit Parties under and pursuant to the Credit Agreement and all Loan Documents and (iii) immediately terminates the Credit Agreement and all Loan Documents. Notwithstanding anything contained herein to the contrary, Section 14.19 of the Credit Agreement (Indemnification) shall expressly survive the release and termination contemplated hereby.

Waiver and Termination. Effective as of the date hereof, the Holder hereby waives any rights pursuant to the Transition Agreement and the Warrant Agreement, and the Company and the Holder agree and acknowledge that the Transition Agreement and the Warrant Agreement shall be cancelled and terminated, as applicable, as of the Effective Date and neither party shall have any further rights or obligations under the Transition Agreement and the Warrant Agreement as of the Effective Date.