Waiver of Certain Operating Agreement Provisions Sample Clauses

Waiver of Certain Operating Agreement Provisions. Each Pledgor irrevocably waives any and all provisions of the limited liability company agreement, certificate of formation and other constitutive documents (any such documents with respect to any Person, collectively, the “Governing Documents”) of each Pledged Subsidiary that (a) prohibit, restrict, condition or otherwise affect the grant hereunder of any Lien on any of the Pledged Collateral or any enforcement action which may be taken in respect of any such Lien or the transfer of the Pledged Collateral by the Administrative Agent or any of its designees or transferees, (b) would operate to limit or restrict the ability of the Administrative Agent or any of its designees or transferees from becoming a full voting member of, or holder of equity interest in, a Pledged Subsidiary following an Event of Default, or (c) otherwise conflict with the terms of this Agreement. Each Pledged Subsidiary agrees that it shall not issue any equity interests to any Person other than the applicable Pledgor. Each Pledgor agrees that, with respect to any Pledged Subsidiary that is a limited liability company or limited partnership, such Pledgor shall have the right to sell, transfer, assign, collaterally assign or pledge its economic rights, control rights and status as a member or partner, as applicable, in such Pledged Subsidiary at any time and in any manner that is permitted by the applicable LLC Act or LP Act, as applicable, either voluntarily or by operation of law, without the further consent of such Pledged Subsidiary. Each Pledgor (including each applicable Pledgor in its capacity as the general partner, limited partner or member of each applicable Pledged Subsidiary) further agrees to the extent that this Section 1.4 is inconsistent with the terms of the DB3/ 204702720.5 operating agreement or limited partnership agreement, as applicable, of any such Pledged Subsidiary, such operating agreement or limited partnership agreement, as applicable, shall be deemed to be amended so as to be consistent with the terms of this Section 1.4 until the earlier of (x) the time the security interest granted hereby with respect to the Securities of such Pledged Subsidiary is released and (y) the termination of this Agreement as provided in Section 4.9 below. Each Pledgor of any Securities in a limited liability company or limited partnership hereby irrevocably consents to the grant of the security interest provided for herein and to the Administrative Agent or its nominee becoming...
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Waiver of Certain Operating Agreement Provisions. Each Pledgor irrevocably waives any and all of its rights under those provisions of the operating agreements of each Subsidiary which is a limited liability company that (a) prohibit, restrict, condition or otherwise affect the grant hereunder of any Lien on any of the Securities Collateral or any enforcement action which may be taken in respect of any such Lien or (b) otherwise conflict with the terms of this Pledge Agreement.
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Waiver of Certain Operating Agreement Provisions. The Pledgor irrevocably waives any and all provisions of its articles of incorporation, by-laws and other constitutive documents or the limited liability company operating agreement or other constitutive document of the Issuer that (a) prohibit, restrict, condition or otherwise affect the grant hereunder of any Lien on any of the Pledged Collateral or any enforcement action which may be taken in respect of any such Lien or the transfer of the Pledged Collateral by the Collateral Agent or any of its designees or transferees, (b) would operate to limit or restrict the ability of the Collateral Agent or any of its designees or transferees from becoming a full voting member of the Issuer following an Event of Default, or (c) otherwise conflict with the terms of this Agreement. The Issuer agrees that it shall not (and the Pledgor agrees that it shall not cause or permit the Issuer to) issue any equity interests to any Person other than the holders of its equity interests on the date hereof.
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Waiver of Certain Operating Agreement Provisions. The Pledgor irrevocably waives any and all of its rights under those provisions of the operating agreement of the Issuer and the laws under which the Issuer has been organized, that (a) prohibit, restrict, condition or otherwise affect the grant hereunder of any security interest or lien on any of the Pledged Collateral or any enforcement action which may be taken in respect of any such security interest or lien or (b) otherwise conflict with the terms of this Pledge Agreement. To the extent that this provision is inconsistent with the terms of the operating agreement, such operating agreement shall be deemed to be amended so as to be consistent with the terms of this Section 2.2. The Pledgor irrevocably consents to the grant of the security interest provided for herein and to the Holder or its nominee becoming a member in such limited liability company (including succeeding to any management rights appurtenant thereto), pursuant to a disposition thereof in connection with (or in lieu of) an exercise of remedies pursuant to Section 8 hereof; provided that such successor member then agrees in writing to be bound by, and a party to, the operating agreement.
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Waiver of Certain Operating Agreement Provisions. The Pledgor irrevocably waives any and all provisions of its articles of organization, limited liability company operating agreement and other constitutive documents (any such documents with respect to any Person, collectively, its “Governing Documents”) or the Governing Documents of the Issuer, as applicable, that (a) prohibit, restrict, condition or otherwise affect the grant hereunder of any Lien on any of the Pledged Collateral or any enforcement action which may be taken in respect of any such Lien or the transfer of the Pledged Collateral by the Collateral Agent or any of its designees or transferees, (b) would operate to limit or restrict the ability of the Collateral Agent or any of its designees or transferees from becoming a full voting member of the Issuer following an Event of Default, or (c) otherwise conflict with the terms of this Agreement. The Issuer agrees that it shall not (and the Pledgor agrees that it shall not cause or permit the Issuer to) issue any equity interests to any Person other than the holders of its equity interests on the date hereof unless such issuance is permitted under the Note Agreement and such Person shall have agreed to be bound by the provisions of this Section 1.4 pursuant to documentation in form and substance reasonably satisfactory to the Required Holders and the Collateral Agent.
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Waiver of Certain Operating Agreement Provisions. The Pledgor irrevocably waives any and all provisions of the limited liability company agreement, certificate of formation and other constitutive documents (any such documents with respect to any Person, collectively, the “Governing Documents”) of each Pledged Subsidiary that (a) prohibit, restrict, condition or otherwise affect the grant hereunder of any Lien on any of the Pledged Collateral or any enforcement action which may be taken in respect of any such Lien or the transfer of the Pledged Collateral by the Administrative Agent or any of its designees or transferees, (b) would operate to limit or restrict the ability of the Administrative Agent or any of its designees or transferees from becoming a full voting member of, or holder of equity interest in, a Pledged Subsidiary following an Event of Default, or (c) otherwise conflict with the terms of this Agreement. Each Pledged Subsidiary agrees that it shall not issue any equity interests to any Person other than the Pledgor.
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Waiver of Certain Operating Agreement Provisions. The Pledgor irrevocably waives any and all provisions of the operating agreement of the Company (as such operating agreement may be amended, restated or otherwise modified from time to time, the “Operating Agreement” and, collectively with the articles of organization of the Company and the certificate of formation and limited liability company operating agreement of the Pledgor, the “Governing Documents”), as applicable, that (a) prohibit, restrict, condition or otherwise affect the grant hereunder of any lien on or security interest in any of the Pledged Collateral or any enforcement action which may be taken in respect of any such lien or security interest or the transfer of the Pledged Collateral by Seller or any of its designees or transferees, (b) would operate to limit or restrict the ability of Seller or any of its designees or transferees from becoming a full voting member of the Company, as the case may be, or (c) otherwise conflict with the terms of this Agreement. The Company agrees that it shall not (and the Pledgor agrees that it shall not cause or permit the Company to) issue any equity interests to any person other than the Pledgor.
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Waiver of Certain Operating Agreement Provisions. Each Pledgor irrevocably waives any and all of its rights under those provisions of the operating agreements of each Subsidiary which is a limited liability company that (a) prohibit, restrict, condition or otherwise affect the grant hereunder of any lien on any of the Securities Collateral or any enforcement action which may be taken in respect of any such lien or (b) otherwise conflict with the terms of this Agreement. To the extent that this provision is inconsistent with the terms of the operating agreement of any such Subsidiary, such operating agreement shall be deemed to be amended so as to be consistent with the terms of this § 1.3 hereof. Each Pledgor of an Equity Interest in a limited liability company hereby irrevocably consents to the Administrative Agent or its nominee becoming a member of such limited liability company (including any management rights appurtenant thereto) upon an exercise of remedies pursuant to § 7 hereof.
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Related to Waiver of Certain Operating Agreement Provisions

  • 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 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 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.

  • Survival of Certain Provisions The covenants and agreements set forth in Section 4.1, Section 4.2 and Section 5.2 shall survive the Termination 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.

  • Construction of Certain Provisions If any provision of this Agreement or any of the Loan Documents refers to any action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

  • Modification of Certain Agreements Each Credit Party will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in (a) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

  • Waiver of Provisions Any waiver of any terms and conditions hereof must be in writing and signed by the parties hereto. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other terms and conditions hereof.

  • Benefit of Certain Provisions The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. The Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrower, and (ii) any Participant not incorporated under the laws of the United States of America or any State thereof agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender.

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