Waiver of Joinder Sample Clauses

Waiver of Joinder. The Agent and the Lenders hereby waive all requirements set forth in Section 5.14 of the Credit Agreement with respect to Spring Communications Parent, Inc., including the requirement to become a Borrower or Facility Guarantor and to take actions to create and perfect Liens on Spring Communications Parent, Inc.’s assets to secure the Obligations, so long as (a) Spring Communications Parent, Inc. does not own any assets other than the Equity Interests of Spring Communications Holding, Inc. and (b) the Tech Brands Disposition is consummated by March 21, 2019.
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Waiver of Joinder. The Company and each of the Institutional ----------------- Investors, which represents all of the parties to the Stockholders Agreement, (i) with respect to the sale of Purchase Shares from Seller to the Management Investors at the Closing, hereby waive any and all of the requirements of Section 4(e)(ii) of the Stockholders Agreement and acknowledge and agree that the Management Investors will not become a party to the Stockholders Agreement, (ii) with respect to the sale and transfer of Purchase Shares from Seller to the Financial Investors at the Closing, hereby waive any and all of the requirements of Section 4(e)(ii) of the Stockholders Agreement since the Financial Investors are each already a party to the Stockholders Agreement and (iii) with respect to the sale and transfer of shares of Common Stock from Xxxx to Seller and the Other Stockholders pursuant to the terms of the Xxxx Stock Purchase Agreement, hereby waive any and all of the requirements of Section 4(e)(ii) of the Stockholders Agreement since Seller and the Other Stockholders are each already a party to the Stockholders Agreement.
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Waiver of Joinder. Subject to the satisfaction of the conditions precedent specified in Section 6 below, but effective as of the Effective Date, by its signature below, each party to this Amendment hereby waives the requirement, pursuant to Section 6.11 of the Credit Agreement, that Penn Advertising of Baltimore, Inc. execute and deliver a Joinder Agreement (and thereby become a party to the Credit Agreement, as a "Subsidiary Guarantor", and a party to the Pledge Agreement, as a "Securing Party"), for a period of 45 days following the acquisition of Penn Advertising, Inc. pursuant to the Penn Stock Purchase Agreement.
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Waiver of Joinder. The Parties expressly waive any requirement that the joinder of all the Parties is necessary to enforce this Agreement against any particular Party or Parties.
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Related to Waiver of Joinder

  • Waivers; Amendment; Joinder Agreements (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company). (c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto. (d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.

  • FORM OF JOINDER AGREEMENT JOINDER AGREEMENT

  • Form of Joinder This JOINDER (this “Joinder”) to the Tax Receivable Agreement (as defined below), dated as of , by and among Virtu Financial, Inc., a Delaware corporation (the “Corporate Taxpayer”), and (“Permitted Transferee”).

  • Reaffirmation of Guaranty The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

  • Consent and Reaffirmation Each Subsidiary Guarantor hereby consents to this Amendment and the transactions contemplated hereby, and each Loan Party hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Guarantee and Collateral Agreement and each of the other Security Documents continue to be in full force and effect, (b) confirms its guarantee of the Obligations (with respect to each Subsidiary Guarantor) and its grant of a security interest in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement (as amended hereby) and the other Loan Documents.

  • Governing Law and Attornment This Agreement shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein and each Party submits to the exclusive jurisdiction of Alberta courts in any proceeding related to this Agreement.

  • AMENDMENT, SUPPLEMENT AND WAIVER The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

  • Ratification and Reaffirmation Each Borrower hereby ratifies and reaffirms the Obligations, each of the Loan Documents and all of such Borrower's covenants, duties, indebtedness and liabilities under the Loan Documents.

  • Reaffirmation of Guaranties The Credit Parties signatory hereto hereby reaffirm their Guaranties of the Obligations, taking into account the provisions of this Amendment.

  • Successors; Assignment; Amendments; Waivers (a) The Existing Stockholders Representative may not assign its rights and obligations in its capacity as Existing Stockholders Representative under this Agreement to any person without the prior written consent of the Corporation; provided, however that the Existing Stockholders Representative may assign its rights and obligations in its capacity as Existing Stockholders Representative under this Agreement to any of its Affiliates, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation agreeing to be bound by all provisions of this Agreement and acknowledging specifically the last sentence of the next paragraph. (b) No Existing Stockholder may assign its rights under this Agreement without the prior written consent of the Existing Stockholders Representative. Any assignment of an Existing Stockholder’s rights meeting the requirements of this paragraph shall be referred to herein to as a “Permitted Assignment”. (c) No provision of this Agreement may be amended unless such amendment is approved in writing by the Corporation and the Existing Stockholders (through the Existing Stockholders Representative). No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (d) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.