Waivers; Acknowledgments Clause Samples
Waivers; Acknowledgments. GRANTOR HEREBY EXPRESSLY: (1) ACKNOWLEDGES THE RIGHT TO ACCELERATE THE INDEBTEDNESS AND THE POWER OF ATTORNEY GIVEN IN THIS DEED TO SECURE DEBT TO GRANTEE TO SELL THE PREMISES BY NONJUDICIAL FORECLOSURE UPON DEFAULT, WITHOUT ANY JUDICIAL HEARING AND WITHOUT ANY NOTICE OTHER THAN SUCH NOTICE (IF ANY) AS IS SPECIFICALLY REQUIRED TO BE GIVEN UNDER THE PROVISIONS OF THIS DEED TO SECURE DEBT; (2) WAIVES ANY AND ALL RIGHTS WHICH GRANTOR MAY HAVE UNDER THE FIFTH AND FOURTEENTH AMENDMENTS TO THE CONSTITUTION OF THE UNITED STATES, THE VARIOUS PROVISIONS OF THE CONSTITUTIONS FOR THE SEVERAL STATES, OR BY REASON OF ANY OTHER APPLICABLE LAW, TO NOTICE AND TO JUDICIAL HEARING PRIOR TO THE EXERCISE BY GRANTEE OF ANY RIGHT OR REMEDY PROVIDED TO GRANTEE, EXCEPT SUCH NOTICE (IF ANY) AS IS SPECIFICALLY REQUIRED TO BE GIVEN UNDER THE PROVISIONS OF THIS DEED TO SECURE DEBT; (3) ACKNOWLEDGES THAT GRANTOR HAS READ THIS DEED TO SECURE DEBT AND HAS BEEN AFFORDED THE OPPORTUNITY TO CONSULT WITH COUNSEL OF GRANTOR’S CHOICE CONCERNING THE PROVISIONS OF THIS DEED TO SECURE DEBT PRIOR TO EXECUTING THE SAME; (4) ACKNOWLEDGES THAT ALL WAIVERS OF THE AFORESAID RIGHTS HAVE BEEN MADE KNOWINGLY, INTENTIONALLY AND WILLINGLY; AND
Waivers; Acknowledgments. (a) Except for those notices required to be delivered to Parent under this Agreement, Parent waives diligence, presentment, protest, notice of dishonor, demand, extension of time for payment, notice of non-payment at maturity, and indulgences and notices of every kind, and consents to any and all changes in terms, covenants, and conditions of this Agreement approved by Seller in accordance with Section 10.10 above; it being the intention hereof that Parent shall remain liable as a principal until the full satisfaction of the Guaranteed Obligations, notwithstanding any act, omission, or thing which might otherwise operate as a legal or equitable discharge of Parent.
(b) Parent agrees that the obligations of Parent in this Section 10.16 shall not be impaired, modified, changed, released, or limited in any manner whatsoever by any impairment, modification, change, release, or limitation of the liability of Seller or the estate of Seller in bankruptcy, resulting from the operation of any present or future provision of the bankruptcy laws or other similar statute, or from the decision of any court.
(c) Parent agrees that each Buyer Indemnified Party shall have the full right, in its sole discretion and without any notice to or consent from Parent, from time to time and at any time and without affecting, impairing, or discharging, in whole or in part, the liability of Parent hereunder: (i) to make any change, amendment, or modification whatsoever of any of the terms or conditions of this Agreement, subject to Section 10.10; (ii) to extend, in whole or in part, by renewal or otherwise, and on one or any number of occasions, the time for the payment of any obligations pursuant to this Agreement or for the performance of any term or condition of this Agreement; and (iii) to settle, compromise, release, substitute, surrender, modify, or impair, to enforce and exercise, or to fail or refuse to enforce or exercise, any claims, rights, or remedies, of any kind or nature, which Buyer may at any time have against any Seller; provided that any of the foregoing actions are taken in accordance with the relevant terms of this Agreement or the Indemnity Escrow Agreement, as the case may be.
(d) Parent agrees that Parent’s obligations hereunder are irrevocable and independent of the obligations of Seller under this Agreement and a separate action or actions may be brought or prosecuted against Parent to enforce this Section 10.16 irrespective of whether an action is brought ag...
Waivers; Acknowledgments. The Agents and the Lenders hereby acknowledge and agree as follows:
(a) The Administrative Agent and the Lenders hereby waive any Default or Event of Default that may arise under any Loan Document in connection with any Refinancing Indebtedness as a result of the payment of cash and/or the issuance of Capital Stock by the Parent, in each case, upon conversion and retirement of the Refinancing Indebtedness (including any payment of make-whole amounts in cash in settlement of any conversion of all or part of such Indebtedness to Capital Stock).
(b) The Administrative Agent and the Lenders hereby acknowledge and agree that the cancellation, retirement or termination of any Convertible Notes held by Pier International Limited (whether directly, as a result of dividends of such Convertible Notes ultimately to the Parent, or otherwise) will not constitute a Default or Event of Default.
(c) The Administrative Agent and the Lenders waive prior notice of reduction of the Commitments as provided in this Third Amendment and as required under Section 2.15 of the Credit Agreement and waive any requirement that the Commitment reduction provided for in this Third Amendment be in the sum of $20,000,000 or an integral multiple thereof.