Waiver of Certain Closing Conditions Sample Clauses

Waiver of Certain Closing Conditions. The undersigned Purchaser hereby waives, as conditions to such Purchaser’s obligation to purchase Additional Shares at each additional Closing, the Company’s fulfillment on or before such additional Closing of (a) the condition set forth in Section 4.3 of the Agreement with respect to delivery of a compliance certificate and (b) the condition set forth in Section 4.11 of the Agreement with respect to delivery of a secretary’s certificate.
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Waiver of Certain Closing Conditions. LifeMinders waives ------------------------------------ the conditions to Closing that the Company shall have obtained (x) a consent pursuant to the Vendor Agreement for Level 1 Service, Last Sale Service and NQDS with the Nasdaq Stock Market, Inc. and (y) an amendment to the TIBCO License.
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Waiver of Certain Closing Conditions. Newco and UTS hereby waive the deliveries at the Closing contemplated by Section 3.3.1 of the Asset Purchase Agreement; and Elliot and Xxxxx each hereby waives the deliveries at the Closing contemplated by Section 9.1.6 of the Asset Purchase Agreement.
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Waiver of Certain Closing Conditions. With respect to the First Tranche Closing only, the Purchaser hereby waives the closing condition set forth in Section 5.6 of the Purchase Agreement. With respect to the First Tranche Closing only, the Company hereby waives the closing condition set forth in Section 6.6 of the Purchase Agreement.
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Waiver of Certain Closing Conditions. The parties hereto agree that the conditions to Closing set forth in Sections 5.1(a) and (d) of the Acquisition Agreement are hereby waived with respect to the Partnership Closing and need not be completed prior to the Partnership Closing Date.
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Waiver of Certain Closing Conditions. Notwithstanding anything ---------------------------------------- contained in Section 9.08 of the CTSI Stock Purchase Agreement to the contrary, the parties acknowledge and agree that the obligation of the parties in connection therewith shall be waived on the Closing Date, but acknowledge and agree that such obligation shall have been performed prior to the Closing Notes Payment Date; provided, however, the parties acknowledge and agree that Carrol -------- ------- Castille's employment and noncxxxxxxxxxx agreement (the "Carrol Castille Employment Agrexxxxx") xxxxx be executed contemporaneously herewith and be deemed effective as of the Closing Date. The parties further agree that the Carrol Castille Employment and Xxxxxxxxxxxxxx Agreement, at the election of Carrol Castille, shall be deexxx xxxx xxx xxxd in the event the CTSI Closing Note is not satisfied by the Closing Notes Payment Date.
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Waiver of Certain Closing Conditions. Provided that the Seller Parties are ready, willing and able to satisfy their obligations under the Purchase Agreement on the Closing Date, at the Closing, Purchaser Parties shall waive the applicability and effect of ***. The Purchaser Parties acknowledge and agree that (i) the Seller Parties and the Shareholder Representative do not acknowledge or admit that *** delayed or impeded the fulfillment of the Closing conditions under the Purchase Agreement; and (ii) neither such waiver nor this Second Amendment shall create any evidence or support an inference that any of the Seller Parties or the Shareholder Representative acknowledges or admits that *** delayed or impeded the fulfillment of the Closing conditions under the Purchase Agreement. The Seller Parties and the Shareholder Representative acknowledge and agree that (i) the Purchaser Parties believe that *** delayed and impeded the fulfillment of the Closing conditions under the Purchase Agreement; and (ii) nothing in this Second Amendment or the Agreement shall create any evidence or support an inference that any of the Purchaser Parties acknowledges or admits that *** did not delay or impede the fulfillment of the Closing conditions under the Purchase Agreement.
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Waiver of Certain Closing Conditions. Sellers, the Company and Buyer hereby waive the conditions precedent to closing that are set forth in Section 6.6, Employment and Consulting Agreements, and in Section 7.11, Employment and Consulting Agreements, of the Stock Purchase Agreement.
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Waiver of Certain Closing Conditions 
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Related to Waiver of Certain Closing Conditions

  • Waiver of Certain Covenants Except as otherwise specified as contemplated by Section 3.1 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Sections 3.1(22), 9.1(2), 8.1, 10.4, 10.5, 10.6, 10.7 or 10.8 for the benefit of the Holders of such series if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

  • Waiver of Certain Defenses No action for the enforcement of the lien hereof or of any provision hereof shall be subject to any defense which would not be good and available to the party interposing the same in an action at law upon the Note or any of the other Loan Documents.

  • Waiver of Certain Rights Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.

  • Waiver of Certain Claims The Pledgor acknowledges that because of present or future circumstances, a question may arise under the Securities Act of 1933, as from time to time amended (the “Securities Act”), with respect to any disposition of the Collateral permitted hereunder. The Pledgor understands that compliance with the Securities Act may very strictly limit the course of conduct of the Secured Party if the Secured Party were to attempt to dispose of all or any portion of the Collateral and may also limit the extent to which or the manner in which any subsequent transferee of the Collateral or any portion thereof may dispose of the same. There may be other legal restrictions or limitations affecting the Secured Party in any attempt to dispose of all or any portion of the Collateral under the applicable Blue Sky or other securities laws or similar laws analogous in purpose or effect. The Secured Party may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment only and not to engage in a distribution or resale thereof. The Pledgor agrees that the Secured Party shall not incur any liability, and any liability of the Pledgor for any deficiency shall not be impaired, as a result of the sale of the Collateral or any portion thereof at any such private sale in a manner that the Secured Party reasonably believes is commercially reasonable (within the meaning of Section 9-627 of the Uniform Commercial Code as adopted in the State of Minnesota). The Pledgor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Secured Party shall accept the first offer received and does not offer any portion of the Collateral to more than one possible purchaser. The Pledgor further agrees that the Secured Party has no obligation to delay sale of any Collateral for the period of time necessary to permit the issuer of such Collateral to qualify or register such Collateral for public sale under the Securities Act, applicable Blue Sky laws and other applicable state and federal securities laws, even if said issuer would agree to do so. Without limiting the generality of the foregoing, the provisions of this Section would apply if, for example, the Secured Party were to place all or any portion of the Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any portion of the Collateral for its own account, or if the Secured Party placed all or any portion of the Collateral privately with a purchaser or purchasers.

  • Waiver of Certain Damages To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

  • Waiver of Certain Actions The Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Parent or any of their respective Affiliates or successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Mergers) or (b) alleging a breach of any duty of the Company Board or the Parent Board in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated hereby.

  • Exclusion of Certain Warrants The Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement.

  • Waiver of Certain Laws Each of the Seller and the Servicer agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any Collateral may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and each of the Seller and the Servicer, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or assets constituting the Collateral marshaled upon any such sale, and agrees that the Administrative Agent or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety or in such parcels as the Administrative Agent or such court may determine.

  • Restrictions on Transferability of Certificates (a) No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities or "Blue Sky" laws is available and the prospective transferee (other than the Seller) of such Certificate signs and delivers to the Trustee an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Trustee may require an Opinion of Counsel that such transaction is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Trustee or the Trust Fund.

  • Applicability of Certain Utah Rules The parties agree that the Arbitration shall be conducted generally in accordance with the Utah Rules of Civil Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Utah Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of any conflict between the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these Arbitration Provisions shall control.

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