Waivers and Acknowledgements Sample Clauses

Waivers and Acknowledgements. (a) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Agreement and acknowledges that this Agreement is continuing in nature and applies to all presently existing and future Guaranteed Obligations. (b) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Agreement and any requirement that Macquarie protect, secure, perfect or insure any Lien or any property subject thereto. (c) The Guarantor hereby unconditionally and irrevocably waives any defense based on any right of set-off or recoupment or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor acknowledges that Macquarie may, at its election and without notice to or demand upon the Guarantor, foreclose on any collateral held by it by one or more judicial or non-judicial sales, accept an assignment of any such collateral in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company or any other guarantor or exercise any other right or remedy available to it against the Company or any other guarantor, without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full or collateralized in full in cash. The Guarantor hereby waives any defense arising out of such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of subrogation, reimbursement, exoneration, contribution or indemnification or other right or remedy of the Guarantor against the Company or any other guarantor or any collateral.

Waivers and Acknowledgements. (a) Except as otherwise expressly provided under any provision of the Loan Documents or as required by any mandatory provision of applicable law, each Borrower hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership, insolvency or bankruptcy of any Borrower or any other Person, protest or notice with respect to the Obligations, all setoffs and counterclaims and all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Agreement and the other Loan Documents, and all other demands whatsoever (and shall not require that the same be made on the other Borrower as a condition precedent to the other Borrower's Obligations hereunder), and covenants that this Agreement (and the joint and several liability of each Borrower under Section 12.01) will not be discharged, except by payment in full in cash of the Obligations and the termination of the Commitments. Each Borrower further waives all notices of the existence, creation or incurrence of new or additional Debt, arising either from additional loans extended to the other Borrower or otherwise, and also waives all notices that the principal amount, or any portion thereof, and/or any interest on any instrument or document evidencing all or any part of the Obligations is due, notices of any and all proceedings to collect from the maker, any endorser or any other guarantor of all or any part of the Obligations, or from any other Person, and, to the extent permitted by law, notices of exchange, sale, surrender or other handling of any security or Collateral given to any Agent, any Issuing Bank or any Lender to secure payment of all or any part of the Obligations. (b) The Agents, the Issuing Banks and/or the Lenders are hereby authorized, without notice or demand and without affecting the liability of the Borrowers hereunder, from time to time, (i) to accept partial payments on all or any part of the Obligations; (ii) to take and hold security or Collateral for the payment of all or any part of the Obligations, this Agreement, or any other guaranties of all or any part of the Obligations or other liabilities of the Borrowers, and (iii) to settle, release, exchange, enforce, waive, compromise or collect or otherwise liquidate all or any part of the Obligations, this Agreement, any guaranty of all or any part of the Obligations, and, subject to the terms of the Pledge ...

Waivers and Acknowledgements. (a) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Agreement and acknowledges that this Agreement is continuing in nature and applies to all presently existing and future Obligations. (b) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Obligations and this Agreement and any requirement that the Secured Parties or Collateral Agent protect, secure, perfect or insure any Lien or any property subject thereto. (c) The Guarantor hereby unconditionally and irrevocably waives any defense based on any right of set-off or recoupment or counterclaim against or in respect of the Obligations of the Guarantor hereunder.

Waivers and Acknowledgements. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to Lender (and, with respect to swap obligations, its Affiliates) and collection of the Guaranteed Obligations: (a) promptness and diligence in collection of any of the Guaranteed Obligations from Borrower or any other Person liable thereon, and in foreclosure of any security interest and sale of any property serving as Collateral for the Guaranteed Obligations; (b) any law or statute that requires that Lender (and, with respect to swap obligations, its Affiliates) make demand upon, assert claims against, or collect from Borrower or other Persons, foreclose any security interest, sell Collateral, exhaust any remedies, or take any other action against Borrower or other Persons prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations, including any such rights Guarantor might otherwise have had under Va. Code §§ 49-25 and 49-26, et seq., N.C.G.S. §§ 26-7, et seq. , Tenn. Code Xxx. § 00-00-000, O.C.G.A. § 10-7-24, Mississippi Code Xxx. Section 87-5-1, California Civil Code Section §§ 2787 to 2855 inclusive, and any successor statute and any other applicable law; (c) any law or statute that requires that Borrower or any other Person be joined in, notified of or made part of any action against Guarantor; (d) that Lender or its Affiliates preserve, insure or perfect any security interest in Collateral or sell or dispose of Collateral in a particular manner or at a particular time, provided that Lender’s obligation to dispose of Collateral in a commercially reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other relationships between Lender, Borrower and/or any Guarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other Guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor may be entitled; (g) the right to assert against Lender or its Affiliates any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor may have at any time against Borrower or any other party liable to Lender or its Affiliates with respect t...

Waivers and Acknowledgements. 4.1. Each Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any other Holder protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Company, any Guarantor or any other person or any collateral securing the Obligations under the Loan Documents. 4.2. Each Guarantor hereby waives any right to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. 4.3. Each Guarantor acknowledges that it will receive material and substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Section 4 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgements. Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Agreement and acknowledges that this Agreement is continuing in nature and applies to all presently existing and future Obligations.

Waivers and Acknowledgements. 1. Buyer hereby waives any breach by Sellers of the warranties and representations contained in the second sentence of Section 4.24 regarding the assumptions upon which preparation of the Consolidated 1997 Xxxx Xxxx Xxxget was based. 2. Buyer hereby waives all claims under Section 8.08 which it has or may have that there has occurred after December 31, 1997 a material adverse change unless any such material adverse change is caused by the error, act, or omission of Sellers, the Company, or any of the Company's officers, directors, employees, agents, or contractors. 3. In consideration of agreements contained herein and in reliance upon and contingent upon the accuracy of the information supplied to Buyer by Sellers' Representative in writing prior to the date hereof regarding remediation efforts which have been taken, Buyer hereby waives all claims and conditions of Closing under Section 8.09 relating to the failure of Sellers to cure unsatisfactory conditions discovered by Buyer. 4. With reference to Section 8.11, Buyer hereby acknowledges that it has obtained updated Phase I environmental assessment reports on the Real Property confirming as to the Real Property covered by the reports provided to Buyer by the Company the representations and warranties of Sellers on environmental matters and the absence of any material adverse change from the content of the reports which have been provided to Buyer by the Company. 5. Buyer hereby acknowledges that Sellers have submitted sufficient information to supplement Schedules 4.11 and 4.13, pursuant to Section 4.13 and 6.12. Buyer hereby further acknowledges that, except as identified on Exhibit H attached hereto, no third-party consent is required by any of the Contracts listed in Schedule 4.13 in connection with the transactions contemplated by the Agreement. 6. Buyer hereby acknowledges that, as of December 31, 1997, it did not have actual knowledge of any breach of Warranties or Covenants by Sellers then existing which would then constitute grounds for termination of this Agreement or a Claim under Section 12.02(a) or (b), other than those provisions, if any, the noncompliance with which Buyer has specifically waived in this First Amendment. Actual knowledge of Buyer shall mean the actual knowledge of Buyer's officers after they have made due inquiry of the employees, representatives and agents of Buyer who would be expected to have knowledge of the matter, and with respect to the 7. Except as specifically waiv...

Waivers and Acknowledgements. (a) Employee acknowledges that he is not a participant in the Nortek, Inc. Change in Control Severance Benefit Plan for Key Employees, As Amended and Restated June 12, 1997 or any similar plan and waives any and all rights to participate in the Nortek, Inc. Second Amended and Restated Change in Control Severance Benefit Plan for Key Employees or any other such plans. Employee acknowledges that Exhibit B hereto sets forth all life insurance policies to which Employer and he, or any trust established by him, are a party and agrees that, upon the transfer of those life insurance policies from Employer to Employee, any split dollar agreements associated with any of those policies shall terminate and Employer shall have no further obligation with respect to those policies and agreements, including without limitation the payment of any further premiums. (b) The parties agree that the following are to be accomplished at the Effective Time: (a) payment to Employee in accordance with Section 6 of the amended and restated agreement between Nortek and Employee dated as of the 1st of June, 2001 and (b) transfer to Employee of the life insurance policy listed on Exhibit B hereto.

Waivers and Acknowledgements. (I) THE BORROWERS HEREBY CONSENT TO AND WAIVE NOTICE OF: (A) THE GRANTING OF RENEWALS, EXTENSIONS OF TIME FOR PAYMENT OR OTHER INDULGENCES TO THE BORROWERS OR TO ANY ACCOUNT DEBTORS IN RESPECT OF ANY ACCOUNT RECEIVABLE OF THE BORROWERS; (B) SUBSTITUTION, RELEASE OR SURRENDER OF ANY COLLATERAL; (C) THE ADDITION OR RELEASE OF PERSONS PRIMARILY OR SECONDARILY LIABLE ON ANY OF THE OBLIGATIONS OR ON ANY ACCOUNT RECEIVABLE OR OTHER COLLATERAL; AND (D) THE ACCEPTANCE OF PARTIAL PAYMENTS ON ANY OBLIGATIONS OR ON ANY ACCOUNT RECEIVABLE OR OTHER COLLATERAL AND/OR THE SETTLEMENT OR COMPROMISE THEREOF. NO DELAY OR OMISSION ON THE PART OF SECURED PARTY IN EXERCISING ANY RIGHT HEREUNDER SHALL OPERATE AS A WAIVER OF SUCH RIGHT OR OF ANY OTHER RIGHT HEREUNDER. ANY WAIVER OF ANY SUCH RIGHT ON ANY ONE OCCASION SHALL NOT BE CONSTRUED AS A BAR TO OR WAIVER OF ANY SUCH RIGHT ON ANY SUCH FUTURE OCCASION. (II) THE BORROWERS FURTHER WAIVE ALL RIGHTS UNDER ANY STATUTE OF LIMITATIONS PROVISIONS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. (III) THE BORROWERS FURTHER WAIVE TRIAL BY JURY IN ANY COURT AND IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE FINANCING DOCUMENTS OF WHICH THIS SECURITY AGREEMENT IS A PART AND/OR THE ENFORCEMENT OF ANY OF BORROWERS' RIGHTS AND REMEDIES, INCLUDING WITHOUT LIMITATION, TORT CLAIMS. (IV) THE BORROWERS ACKNOWLEDGE THAT BORROWERS MAKE ALL OF THESE WAIVERS IN PARAGRAPHS (I) THROUGH (IV) KNOWINGLY AND VOLUNTARILY, WITHOUT DURESS, ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THESE WAIVERS AND WITH ADVICE OF BORROWERS' LEGAL REPRESENTATIVE. THE BORROWERS FURTHER ACKNOWLEDGE THAT THE SECURED PARTY HAS NOT AGREED WITH OR REPRESENTED TO THE BORROWERS OR ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THESE PARAGRAPHS (I) THROUGH (IV) WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. [THIS SPACE INTENTIONALLY LEFT BLANK]

Waivers and Acknowledgements. Employee acknowledges that he is not a participant in the Nortek, Inc. Change in Control Severance Benefit Plan for Key Employees, As Amended and Restated June 12, 1997 or any similar plan and waives any and all rights to participate in the Nortek, Inc. Second Amended and Restated Change in Control Severance Benefit Plan for Key Employees or any other such plans. Employee acknowledges that he is not now a participant in any SERP sponsored by Nortek, Nortek Holdings or any of their affiliates and he hereby waives any right to such participation hereafter. Employee acknowledges that Exhibit C hereto sets forth all life insurance policies to which Employer and he, or any trust established by him, are a party and agrees that, upon the transfer of those life insurance policies from Employer to Employee, any split dollar agreements associated with any of those policies has terminated and Employer has no further obligation with respect to those policies and agreements, including without limitation the payment of any further premiums.