Waiver of defences The obligations of the Guarantors under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause 18, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance Party) including:
Waiver of defences The obligations of the Guarantor under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause 18.4, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance Party) including:
18.4.1 any time, waiver or consent granted to, or composition with, any Security Party or other person;
18.4.2 the release of any other Security Party or any other person under the terms of any composition or arrangement with any creditor of any Security Party;
18.4.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Security Party or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
18.4.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Security Party or any other person;
18.4.5 any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;
18.4.6 any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
18.4.7 any insolvency or similar proceedings.
Waiver of. Redemption: 18. In case of any such default re-entry, expiration and/or dispossess by summary proceedings or otherwise, (a) the rent shall become due thereupon and be paid up to the time of such re-entry, dispossess and/or expiration, (b) Owner may re-let the demised premises or any part or parts thereof, either in the name of Owner or otherwise, for a term or terms, which may at Owner's option be less than or exceed the period which would otherwise have constituted the balance of the term of this lease, and may grant concessions or free rent or charge a higher rental than that in this lease, and/or (c) Tenant or the legal representatives of Tenant shall also pay to Owner as liquidated damages for the failure of Tenant to observe and perform said Tenant's covenants herein contained, any deficiency between the rent hereby reserved and/or covenanted to be paid and the net amount if any, of the rents collected on account of the lease or leases of the demised premises for each month of the period which would otherwise have constituted the balance of the term of this lease. The failure of Owner to re-let the demised premises, or any part or parts thereof, shall not release or affect Tenant's liability for damages. In computing such liquidated damages there shall be added to the said deficiency such expenses as Owner may incur in connection with re-letting, such as legal expenses, reasonable attorney's fees, brokerage, advertising and for keeping the demised premises in good order or for preparing the same for re-letting. Any such liquidated damages shall be paid in monthly installments by Tenant on the rent day specified in this lease, and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Owner to collect the deficiency for any subsequent month by a similar proceeding. Owner, in putting the demised premises in good order or preparing the same for re-rental may, at Owner's option, make such alterations, repairs, replacements, and/or decorations in the demised premises as Owner, in Owner's sole judgment considers advisable and necessary for the purpose of re-letting the demised premises, and the making of such alterations, repairs, replacements, and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid.14 "Owner shall in no event be liable in any way whatsoever for failure to re-let the demised premises, or in the event that the demised premises ar...
Waiver of objections Each of the Borrowers irrevocably waives any objection which it may now or in the future have to the laying of the venue of any Proceedings in any court referred to in this Clause, and any claim that those Proceedings have been brought in an inconvenient or inappropriate forum, and irrevocably agrees that a judgment in any Proceedings commenced in any such court shall be conclusive and binding on it and may be enforced in the courts of any other jurisdiction.
Waiver of. IMMUNITY Each Obligor waives generally all immunity it or its assets or revenues may otherwise have in any jurisdiction, including immunity in respect of: the giving of any relief by way of an interdict or order for specific performance or for the recovery of assets or revenues; and the issue of any process against its assets or revenues for the enforcement of a judgment or, in an action in rem, for the arrest, detention or sale of any of its assets and revenues.
Waiver of defences The obligations of the Guarantor under this Clause 9 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 9 (whether or not known to it or any Relevant Party) including:
(a) any time, waiver or consent granted to, or composition with, any Principal Debtor or other person;
(b) the release of any Principal Debtor or any other person under the terms of any composition or arrangement with any creditor of any person;
(c) the taking, variation, compromise, exchange, renewal, enforcement or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security Interest over assets of, any Principal Debtor or other person or any non-presentation or non- observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security Interest;
(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members, name or status of any Principal Debtor or any other person;
(e) any amendment (however fundamental), replacement, variation, novation, assignment or the avoidance or termination of the guarantee in this Clause 9, this Agreement, any other Transaction Document or any other document or Security Interest;
(f) any unenforceability, illegality or invalidity of any obligation of, or any Security Interest created by, any person under this Agreement, any other Transaction Document or any other document;
(g) any insolvency, liquidation, administration or similar procedure; or
(h) any other circumstances that constitute or might constitute an equitable or legal discharge of the Guarantor or the Guaranteed Obligations, and the Guarantor hereby waives any defence to, or right to seek a discharge of its obligations hereunder.
Waiver of. IMMUNITY To the extent that any of the Obligors may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), such Obligor hereby irrevocably agrees and shall be obliged for the purposes of this Agreement not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction and, in particular, to the intent that in any Proceedings taken in New York the foregoing waiver of immunity shall have effect under and be construed in accordance with the United States Foreign Sovereign Immunities Act of 1976. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. THE FIRST SCHEDULE The Banks
Part 1 The Revolving Credit Banks Commitment ($) ABN AMRO Bank N.V. 61,000,000 The Chase Manhattan Bank 61,000,000 Xxxxxx Guaranty Trust Company of New York 61,000,000 The First National Bank of Boston 57,000,000 Bayerische Landesbank International S.A. 57,000,000 Citibank N.A., Amsterdam Branch 57,000,000 Deutsche Bank AG 57,000,000 Fleet National Bank 57,000,000 Dai-Ichi Kangyo Bank Nederland N.V. 57,000,000 ING Bank N.V. 57,000,000 Rabobank International, Utrecht Branch 57,000,000 SBC 57,000,000 Union Bank of Switzerland 57,000,000 Westdeutsche Landesbank Girozentrale, London Branch 57,000,000 The Bank of New York 38,000,000 Banque Paribas Nederland N.V. 38,000,000 Barclays Bank plc (CLAD) UK 38,000,000 The First National Bank of Chicago 38,000,000 Kredietbank (Nederland) N.V. 38,000,000 Part 2 The Swing-Line Banks Bank Commitment ($) ABN AMRO Bank N.V. 36,666,666.66 The Chase Manhattan Bank 36,666,666.66 Xxxxxx Guaranty Trust Company of New York 36,666,666.66 The Bank of New York 30,000,000.00 Bayerische Landesbank Girozentrale, New York Branch 30,000,000.00 Union Bank of Switzerland 30,000,000.00 THE SECOND SCHEDULE Form of Transfer Certificate To: The Chase Manhattan Bank TRANSFER CERTIFICATE relating to the agreement (as from time to time amended, varied, novated or supplemented, the "Facility Agreement") dated [ ] 199[ ] whereby a US$1,000,000,000 multicurrency revolving credit and short-term advances facility, a US$100,000,000 letter of credit facility and a US$200,000,000 swing-line facility was made availab...
Waiver of. IMMUNITY To the extent that any of the Obligors may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), such Obligor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. THE FIRST SCHEDULE THE BANKS BANK COMMITMENT ($) ABN AMRO BANK N.V. 1,500,000,000 XXXXXXX XXXXX CAPITAL CORPORATION 1,500,000,000 THE SECOND SCHEDULE PART A FORM OF BANK TRANSFER CERTIFICATE To: [Agent] BANK TRANSFER CERTIFICATE relating to the agreement (as from time to time amended, varied, novated or supplemented, the "FACILITY AGREEMENT") dated 15 August 1999 whereby a $ 3,000,000,000 revolving credit facility was made available to VNU N.V. and VNU Ireland as original borrowers by a group of banks on whose behalf ABN AMRO Bank N.V. acted as agent in connection therewith.
1. Terms defined in the Facility Agreement shall, subject to any contrary indication, have the same meanings herein. The terms Bank, Transferee Bank's Participation and Amount Transferred are defined in the schedule hereto.
2. The Bank (i) confirms that the Bank's Participation accurately summarises its participation in the Facility Agreement and (ii) requests the Transferee Bank to accept and procure the transfer to the Transferee Bank of a percentage of the Bank's Participation by counter-signing and delivering this Bank Transfer Certificate to the Agent at its address for the service of notices specified in the Facility Agreement.
3. The Transferee hereby requests the Agent to accept this Bank Transfer Certificate as being delivered to the Agent pursuant to and for the purposes of Clause 26.5 (TRANSFERS BY BANKS) of the Facility Agreement so as to take effect in accordance with the terms thereof on the Bank Transfer Date or on such later date as may be determined in accordance with the terms thereof.
4. The Transferee Bank hereby represents that it is a qualifying lender such that all payments received or receivable by it under the Facility Agreement may be made free and clear without deduction or withholding on account of tax.
5. The Transferee Bank ...
Waiver of. CARRIER’S LIEN CARRIER shall not withhold any goods of BROKER’s customer on account of dispute as to prices or any alleged failure of BROKER to pay charges incurred under this Agreement. CARRIER is relying upon general credit of BROKER and hereby waives and releases all liens which CARRIER might otherwise have to any goods of BROKER’s customers in the possession control of CARRIER.
Waiver of defences The obligations of each Guarantor under this Clause 21 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 21 (without limitation and whether or not known to it or any Finance Party) including:
(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;
(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;
(e) any amendment (however fundamental) or replacement of a Finance Document or any other document or security;
(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
(g) any insolvency or similar proceedings.
