Waivers and Agreements Sample Clauses
The Waivers and Agreements clause defines the circumstances under which parties voluntarily relinquish certain rights or agree to specific terms within a contract. In practice, this clause may specify that a party's failure to enforce a provision does not constitute a permanent waiver of that right, or it may require that any waiver or modification be made in writing to be valid. Its core function is to ensure that rights are not unintentionally lost and that any changes to the agreement are deliberate and clearly documented, thereby preventing misunderstandings and disputes over contractual obligations.
Waivers and Agreements. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
Waivers and Agreements. The Guarantor hereby unconditionally:
(a) Waives any requirement that EKPC or Cooperative first seeks to enforce its remedies against Customer or any other person or entity before seeking to enforce this Guaranty Agreement against the Guarantor.
(b) Covenants that the Guarantor’s obligations under this Guaranty Agreement will not be discharged except by complete payment and performance of all the Guaranteed Obligations existing under the Industrial Power Agreement.
(c) Agrees that this Guaranty Agreement shall remain in full force and effect without regard to, and shall not be affected or impaired by any invalidity, irregularity or unenforceability in whole or in part of, the Industrial Power Agreement; or any limitation of the liability of Customer thereunder; or any limitation on the method or terms of payment or performance assurance thereunder which may now or hereafter be caused or imposed in any manner whatsoever.
(d) Waives any obligation that EKPC or Cooperative might otherwise have to marshal assets or to proceed against any particular persons or assets in any particular order.
Waivers and Agreements. The Guarantors hereby unconditionally:
4.01 Waive any requirement that the Agent Bank first seek to enforce remedies against the Borrower or any other person or entity before seeking to enforce this Agreement against the Guarantors.
4.02 Waive any requirement that the Agent Bank first make demand upon, or seek to enforce remedies against, any other Guarantors, or against any other guarantor of any of the Guarantied Obligations in any particular order, before demanding payment from, or seeking to enforce this Agreement against, a particular Guarantor. Each Guarantor acknowledges that the Agent Bank, in the Agent Bank's sole discretion, may enforce remedies against any one Guarantor pursuant to this Agreement and not enforce similar remedies against any other Guarantors with respect to the Guarantied Obligations or vice versa. The Guarantors further acknowledge that the enforcement of remedies against the Guarantors in lieu of enforcing remedies against any other guarantor, or vice versa, shall not affect the validity or enforceability of the Agent Bank's rights and/or remedies under this Agreement or any other guaranty agreement guarantying any of the Guarantied Obligations.
4.03 Waive any requirement that the Agent Bank first seek to enforce remedies against any property in which the Agent Bank may have any interest securing any (a) indebtedness which the Guarantors have guaranteed under this Agreement, or (b) guaranty obligations of any other guarantor, or enforcing any such rights in any particular order, before demanding payment from, or seeking to enforce this Agreement against, the Guarantors.
Waivers and Agreements. (a) The covenants, agreements and obligations of each Borrower set forth herein are joint and several and shall be primary obligations of such Borrower, and, to the extent not prohibited by applicable law, such obligations shall be absolute and unconditional, shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense (other than full and strict compliance by each Borrower with its obligations hereunder) based upon any claim such Borrower, any other Borrower or any other Person may have against the Administrative Agent, the Lenders or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever, foreseeable or unforeseeable and without regard to whether such Borrower, any other Borrower, the Administrative Agent or any Lender shall have any knowledge or notice thereof, including, without limitation:
(i) any termination, amendment, modification, addition, deletion or supplement to or other change to any of the terms of any Loan Document in accordance with its terms or any other instrument or agreement applicable to any of the parties hereto or thereto, or any assignment or transfer of any thereof, or any furnishing or acceptance or release of additional security for any Obligation or for the obligations of any Person under any Loan Document, or the failure of any security or the failure of any Person to perfect any interest in any collateral; any waiver of, or extension of time for the performance of, the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in any Loan Document, or any other waiver, forbearance, consent, extension, renewal, indulgence, compromise, release, settlement, refunding or other action or inaction under or in respect of any Loan Document or any other instrument or agreement, or under or in respect of any obligation or liability of each Borrower, or the Administrative Agent or any exercise or non-exercise of any right, remedy, power or privilege under or in respect of any such instrument of agreement or any such obligation or liability;
(ii) any failure, omission or delay on the part of the Administrative Agent to enforce, assert or exercise any right, power or remedy conferred on it in any Credit Document to give notice to any Borrower of the occurrence of an Event of Default;
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Waivers and Agreements. (a) Section 2.2(d) of the Credit Agreement required the Borrower to make a $5,000,000 Reduction Installment on June 28, 2002. The Borrower failed to make such Reduction Installment. As a result of such noncompliance, an Event of Default has occurred and is continuing under the Credit Agreement. At the Borrower's request, the Lenders agree to waive such Event of Default, subject to the terms and conditions set forth herein.
(b) Section 7(A) of the Warrant Agreements provides that no later than 45 days following the Issue Date (as defined therein), the Borrower will file a registration statement with the Securities and Exchange Commission to effect the registration under the Securities Act of 1933, as amended, of the shares of common stock issued or issuable upon the exercise of such Warrant Agreements and will cause such registration statement to become effective (the "REGISTRATION EFFECTIVE DATE") as a shelf registration no later than 90 days after the Issue Date (as defined therein). As part of the Second Amendment and with respect to the Warrant Agreements dated as of January 28, 2002, the Lenders agreed to provide an additional 30 days after each such compliance date, subject to the terms and conditions set forth in the Second Amendment. Pursuant to a letter agreement dated April 22, 2002, the Registration Date was again extended to June 10, 2002. The Borrower failed to cause its registration statement to become effective by such date, resulting in an Event of Default under the Credit Agreement. At the Borrower's request, the Lenders agree to waive such Event of Default, subject to the terms and conditions set forth herein and PROVIDED THAT that Borrower (i) files its amended registration statement for the Warrant Agreements on a date not later than February 4, 2003 and (ii) causes such registration statement to become effective as a shelf registration on a date not later than March 31, 2003.
(c) The foregoing waivers and agreements are given in this instance only. The foregoing waivers and agreements shall not be construed as a waiver of or consent to any violation of, or deviation from, any other term or condition of the Credit Agreement or any other Loan Document, nor shall such waivers or agreements be construed to evidence the willingness of the Agent or the Lenders to give any other or additional waiver or agreement, whether in similar or different circumstances.
Waivers and Agreements. The Guarantor hereby unconditionally:
(a) Waives any requirement that EKPC or Cooperative first seeks to enforce its remedies against Customer or any other person or entity before seeking to enforce this Guaranty Agreement against the Guarantor.
(b) Covenants that the Guarantor’s obligations under this Guaranty Agreement will not be discharged except by complete payment and performance of all the Guaranteed Obligations existing under the Industrial Power Agreement.
(c) Agrees that this Guaranty Agreement shall remain in full force and effect without regard to, and shall not be affected or impaired by any invalidity, irregularity or unenforceability in whole or in part of, the Industrial Power Agreement; or any limitation of the liability of Customer thereunder; or any limitation on the method or terms of payment or performance assurance thereunder which may now or hereafter be caused or imposed in any manner whatsoever.
(d) Waives any obligation that EKPC or Cooperative might otherwise have to marshal assets or to proceed against any particular persons or assets in any particular order. d undPeUrBpLIrCinciKplEeNs ToUfCKguYaranty or SERVICE COMMISSION ing, the Guarantor hereby expressly this Guar ▇▇▇▇▇ ▇. Bridwellr with antEyxeAcugtirveeeDmireencttorolim ts i nt
Waivers and Agreements. Maker and all endorsers, sureties and guarantors, jointly and severally: (a) waive presentment for payment, demand, notice of demand, notice of nonpayment or dishonor, protest and notice of protest of this Note, and all other notices (not expressly provided for in this Note) in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note; and (b) agree that the liability of each of them shall be unconditional without regard to the liability of any other party and with respect to any such endorser, surety or guarantor, shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee at any time; such endorsers, sureties and guarantors, jointly or severally, further (c) consent to any and all indulgences, extensions of time, renewals, waivers or modifications granted or consented to by Payee at any time; and (d) agree that additional makers, endorsers, guarantors or sureties may become parties to this Note without notice to them or affecting their liability under this Note.
Waivers and Agreements. Agent shall have received the Waivers and corresponding landlord, mortgagee, warehouseman, consignment, processing or similar agreements reasonably requested by and satisfactory to Agent with respect to all premises leased by Loan Parties or at which Inventory is located as set forth on Schedule 8.1(t) except for those premises or locations at which less than Fifty Thousand and 00/100 Dollars ($50,000.00) of Inventory is located;
Waivers and Agreements. (a) Except as otherwise expressly provided in this Agreement, each Credit Party hereby waives notice of acceptance of its joint and several liability, notice of any Advances or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Credit Party hereby waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Agent or Lenders to marshal assets or to proceed against any other Credit Party, other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against such Credit Party. Each Credit Party waives all defenses available to a surety, guarantor or accommodation co-obligor other than payment in full of all Obligations. Each Credit Party hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Credit Party in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Credit Party. Without limiting the generality of the foregoing, each Credit Party assents to any other action or delay in acting or failure to act on the part of Agent or any Lender with respect to the failure by any Credit Party to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which mig...
Waivers and Agreements. Prior to the Closing Time, all Waivers and Agreements shall have obtained by the Company in writing, and the Representatives shall have received signed or reproduced copies thereof, all of which shall be in form and substance satisfactory to the Representatives.