Waivers and Additional Agreements Sample Clauses

Waivers and Additional Agreements. (i) It is hereby acknowledged and agreed that, prior to the Closing, the Thai JV Shares shall not be contributed, conveyed, transferred, assigned or delivered by the Thai Seller to the Company or any of its Subsidiaries, but shall remain owned by the Thai Seller until the Closing and shall be conveyed directly to APi Group at the Closing as provided in the Agreement, as amended by this Amendment, and Purchaser hereby waives compliance by Parent with the covenants and agreements set forth in Sections 5.15(a) and (b) of the Agreement with respect to the Thai JV Shares. It is further acknowledged and agreed that, for the avoidance of doubt, the defined term “Transferred Entity” as used in the Agreement includes the Thai JV. (ii) It is hereby acknowledged and agreed that, prior to the Closing, (A) Chubb Canada will be converted from a limited liability company into an unlimited liability company pursuant to the Companies Act (Nova Scotia), (B) Seller may cause an entity classification election under Treasury Regulations Section 301.7701-3 to be made in respect of Chubb Canada, (C) the Canadian Shares will be distributed by Chubb Group Limited to the Company, (D) immediately after the distribution described in the preceding clause (C), the Canadian Shares will be distributed by the Company to the Seller, and (E) the Canadian Shares shall be conveyed directly to Vipond at the Closing as provided in the Agreement, as amended by this Amendment. Purchaser hereby waives compliance by Parent with the covenants and agreements set forth in Section 5.4(a) and Sections 5.15(a) and (b) of the Agreement with respect to the foregoing. It is further acknowledged and agreed that, for the avoidance of doubt, the defined term “Transferred Entity” as used in the Agreement includes Chubb Canada and its Subsidiaries. (iii) The Closing Structure set forth on Section 5.15 of the Parent Disclosure Schedule is hereby amended and restated in its entirety in the form attached as Exhibit C to this Amendment.
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Related to Waivers and Additional Agreements

  • Covenants and Additional Agreements 5.1. ACCESS; CONFIDENTIALITY.

  • Certain Additional Agreements (a) The Company may require each Selling Holder to furnish to the Company in writing such information required in connection with such registration regarding such Selling Holder and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any Selling Holder who fails to furnish such information within a reasonable time after receiving such request. (b) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(c)(iii) or (c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.3(k) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that (i) in no event shall such discontinuance exceed the time period set forth in Section 2.1(e) hereof, and (ii) the Company shall extend the time periods under Section 2.1 and Section 2.2 with respect to the length of time that the effectiveness of a Registration Statement must be maintained by the amount of time the Holder is required to discontinue disposition of such securities. (c) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to the Registration Statement.

  • Waivers and Further Agreements Any waiver of any terms or conditions of this Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof; provided, however, that no such written waiver, unless it, by its own terms, explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provision being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as the other party may reasonably require in order to effectuate the terms and purposes of this Agreement.

  • Waivers and Amendments Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.

  • No Additional Agreements The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Entire Agreement, Waivers and Amendments This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the Parties with respect to all or part of the subject matter thereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Party to be charged. Any amendment or modification to this Agreement must be in writing and executed by Seller and Buyer.

  • Additional Agreements and Understandings Even though FICO will provide consideration for me to settle and release My Claims, the Company does not admit that it is responsible or legally obligated to me. In fact, the Company denies that it is responsible or legally obligated to me for My Claims, denies that it engaged in any unlawful or improper conduct toward me, and denies that it treated me unfairly.

  • Waivers and Amendment The Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.01.

  • Waivers and Extensions Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

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