Waiver of Certain Obligations Sample Clauses

Waiver of Certain Obligations. The Company and, to the Company's knowledge, each of the individuals identified in Section 3.23 of the Disclosure Schedule has duly executed and delivered the respective agreement provided by Parent (collectively, the "Waivers"), true and complete copies of which have been furnished to Parent, and such Waivers are in full force and effect.
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Waiver of Certain Obligations. Each Party hereby acknowledges and agrees that the obligation of each of the Protected Rollover Parties to deliver a stock power in customary form in respect of the Protected Rollover Shares, including pursuant to Sections 4.05(c) and 4.05(d) of the Agreement, is hereby waived pursuant to Section 15.01 of the Agreement.
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Waiver of Certain Obligations. Notwithstanding anything to the contrary in Sections 7.01(b)(vii), 7.01(b)(viii), 7.01(b)(ix) or Section 7.01(b)(x) of the Agreement, and in accordance with Section 12.01(b) of the Agreement, SPAC hereby waives any obligation of the Company to obtain SPAC’s prior written consent in connection with the Company’s execution of the Shareholder Loans, of the Convertible Loans Agreements with the persons named in Annex A1, of the Mimo Financing and of the Mimo Pledge, and the related incurrence of Indebtedness in connection therewith. In addition, the SPAC acknowledges the Mimo Pledge in relation to Section 10.1.1 of the Shareholder Undertaking issued by NDX B.V. at the time of Closing.
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Waiver of Certain Obligations. The Majority Lenders have agreed to waive the requirements under Clause 6(a) (Extension option) of the Agreement referred to in paragraph 1(c)(i) above. Accordingly, we are authorised to confirm that the requirements under Clause 6(a) (Extension option) of the Agreement referred to in paragraph 1(c)(i) above are waived with effect from the date on which the Obligors and the Security Providers countersign this letter.
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Waiver of Certain Obligations. (a) On May 16, 2007, the Borrower announced that it had entered into a definitive merger agreement with affiliates of Warburg Pincus LLC (“Warburg”), pursuant to which affiliates of Warburg will acquire all of the outstanding shares of the Guarantor’s common stock. Under an email dated 22 May 2007, the Guarantor has requested that the Majority Lenders waive the Event of Default under Clause 19.8(c) (Change of control) in respect of the Guarantor’s entry into a definitive merger agreement dated May 16, 2007 with affiliates of Warburg (the “Merger Agreement”). (b) Pursuant to Clause 25 (Amendments and Waivers) of the Agreement, the Majority Lenders have consented to the waiver of the Event of Default under Clause 19.8(c). Accordingly, we are authorised to execute this letter on behalf of the Finance Parties and to confirm that the Event of Default referred to above is waived with effect from May 16, 2007 when the Agent has received counterparts of this letter executed on behalf of the Company and Guarantor.
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Waiver of Certain Obligations. (a) The Company has: (i) notified the Facility Agent that neither the Actual STP Completion Date nor the Actual Final Completion Date has occurred; and (ii) requested that the Majority Lenders waive the following Events of Default: (A) clause 21.3 (Breach of other obligations) of the Agreement in respect of the breach by the Company of clause 17.28(b)(i) as a result of its breach of clause 5.1 of the Water Purchase Agreement in relation to the STP Acceptance Tests not having been satisfactorily completed in accordance with the terms of the Water Purchase Agreement; (B) clause 21.18(b)(i) (Completion) of the Agreement in respect of the Actual STP Completion Date not occurring before the STP Long-Stop Date; and (C) clause 21.18(b)(ii) (Completion) of the Agreement in respect of the Actual Final Completion Date not occurring before the Completion Long-Stop Date. (b) Subject to paragraph 2 (Conditions) above and paragraph (c) below and pursuant to clause 28 (Amendments and Waivers) of the Agreement, the Majority Lenders have agreed to waive the Events of Default referred to in paragraph (a) above. Accordingly, we are authorised to confirm that the Events of Default referred to in paragraph (a)(ii) above are waived with effect from the Effective Date. (c) The waiver granted in paragraph (b) above is subject to the condition that each of the Company and the Grantor enters into the Supplemental Agreement (as defined in paragraph (d)(i) below) before 31 October 2015. (d) The Company has: (i) informed us that it intends to enter into a supplemental agreement, substantially in the form set out in Schedule 3 of this letter, in respect of the Water Purchase Agreement (the Supplemental Agreement); and (ii) requested that the Majority Lenders waive the requirements of clause 17.28(c)(i) (Project Documents) of the Agreement to the extent necessary to enable the Company’s entry into the Supplemental Agreement described in sub-paragraph (i) above (the Entry into the Supplemental Agreement) to occur without breaching that clause (but not otherwise). (e) Pursuant to clause 28 (Amendments and Waivers) of the Agreement, the Majority Lenders have agreed to waive the requirements of clause 17.28(c)(i) (Project Documents) of the Agreement to the extent necessary to enable the Entry into the Supplemental Agreement to occur without breaching that clause but not otherwise. Accordingly, we are authorised to confirm that the requirements of the clause referred to in paragraph (d) abov...
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Waiver of Certain Obligations. (a) The Company has: (i) informed us that it intends to enter into the WPA Supplemental Deed and the O&M Supplemental Deed in the forms set out in Part 1 and Part 2 of the Designation Letter; and (ii) requested that the Majority Lenders waive the requirements of clause 17.28(c)(i) (Project Documents) of the Facility Agreement to the extent necessary to enable the Company to enter into the WPA Supplemental Deed and the O&M Supplemental Deed without breaching those clauses (but not otherwise). (b) Pursuant to Clause 28(c)(i) (Amendments and Waivers) of the Facility Agreement, the Majority Lenders have agreed to waive the requirements of Clause 17.28(c)(i) (Project Documents) of the Facility Agreement to the extent necessary to enable the Company to enter into the WPA Supplemental Deed and the O&M Supplemental Deed in the forms set out in Part 1 and Part 2 of the Designation Letter without breaching that clause but not otherwise.
Sample 1
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Waiver of Certain Obligations. Notwithstanding anything to the contrary in Section 7.01(b)(ix) or Section 7.01(b)(x) of the Agreement, and in accordance with Section 12.01(b) of the Agreement, SPAC hereby waives any obligation of the Company to obtain SPAC’s prior written consent in connection with the Company’s execution of the Shareholder Loan and the Bridge Financing and the related incurrence of Indebtedness in connection therewith.
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Related to Waiver of Certain Obligations

  • 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 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 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.

  • Survival of Certain Obligations The obligations of Sections 3, 4, 8, 9, 12 and 13 shall survive any termination of this Agreement.

  • 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 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.

  • Suspension of Certain Obligations The Company shall not be required to comply with the provisions of subsections (f), (g) or (h) of this Section 4 during any period from the time (i) the Agents shall have suspended solicitation of offers for the purchase of Notes in their capacity as agents pursuant to a request from the Company and (ii) no Agent shall then hold any Notes purchased from the Company as principal, as the case may be, until the time the Company shall determine that solicitation of offers for the purchase of Notes should be resumed or an Agent shall subsequently purchase Notes from the Company as principal.

  • 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.

  • 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.

  • Disclaimer of Certain Damages YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH A KIT, COMPANY PROPERTIES OR OUTPUTS, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF KITS, COMPANY PROPERTIES OR OUTPUTS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE OUTPUTS OR COMPANY PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH COMPANY PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON COMPANY PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO COMPANY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

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