Waivers; Amendments 17 Sample Clauses

Waivers; Amendments 17. Section 6.02. Notices; Electronic Communications 18 Section 6.03. Binding Effect 19 Section 6.04. Survival Of Agreement 19 Section 6.05. Indemnity 19 Section 6.06. Successors and Assigns 20 Section 6.07. Counterparts 21 Section 6.08. Severability 21 Section 6.09. Integration 22
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Waivers; Amendments 17. Section 6.02. Notices; Electronic Communications 18 Section 6.03. Binding Effect 19 Section 6.04. Survival Of Agreement 19 Section 6.05. Indemnity 19 Section 6.06. Successors and Assigns 20 Section 6.07. Counterparts 21 Section 6.08. Severability 21 Section 6.09. Integration 22 Section 6.10. Applicable Law 22 Section 6.11. Jurisdiction; Consent to Service of Process 22 Section 6.12. Confidentiality 23 Section 6.13. WAIVER OF JURY TRIAL 23 Section 6.14. Limited Recourse 24 Section 6.15. Certain Tax Matters 24 Section 6.16. Headings 25 Section 6.17. Further Assurances 25 Section 6.18. Third Party Beneficiary 25 Section 6.19. Role Of Investment Manager And Controlling Party 25 ARTICLE 7 DEFINITIONS Section 7.01. Certain Definitions 25 Section 7.02. Other Definitional Provisions 30 SCHEDULES Schedule A Designated RMBS Issues Schedule B Sellers Schedule C Notice Information EXHIBIT Exhibit A Cash Purchase Price Adjustment Amount Certificate Exhibit B Form of opinion of Xxxxxxxx & Xxxxxxxx LLP, New York counsel to each Seller and the AIG Agent Exhibit C Form of opinion of Xxxxxxxx Xxxxxx & Finger, Delaware counsel to each Delaware Seller Exhibit D Form of opinion of local insurance counsel to each Seller Exhibit E Form of opinion of in-house counsel to each Seller ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of December , 2008 among American General Life Insurance Company (“Seller 1”), American General Life and Accident Insurance Company (“Seller 2”), The United States Life Insurance Company in the City of New York (“Seller 3”), AIG Life Insurance Company (“Seller 4”), American International Life Assurance Company of New York (“Seller 5”), American Life Insurance Company (“Seller 6”), AIG Annuity Insurance Company (“Seller 7”), The Variable Annuity Life Insurance Company (“Seller 8”), SunAmerica Life Insurance Company (“Seller 9”), First SunAmerica Life Insurance Company (“Seller 10”), AIG SunAmerica Life Assurance Company (“Seller 11”), AIG Securities Lending Corp., as agent of the Sellers (the “AIG Agent”), American International Group, Inc. (“AIG”), Maiden Lane II LLC, a Delaware limited liability company (the “Buyer”) and Federal Reserve Bank of New York in its capacity as Controlling Party (the “Controlling Party”). Each of Seller 1, Seller 2, Seller 3, Seller 4, Seller 5, Seller 6, Seller 7, Seller 8, Seller 9, Seller 10, and Seller 11 are referred to herein as a “Seller” and such entities are collectively re...
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Related to Waivers; Amendments 17

  • Waivers; Amendments (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document 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 Administrative Agent, the Issuing Bank and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

  • Waivers; Amendment (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document 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 Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents 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 Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

  • Amendments, Waivers, Etc This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the parties hereto.

  • Amendments; Waivers No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and each Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

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