WAIVERS AND CONSENT Sample Clauses

WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment, demand, notice of acceleration, notice of intent to accelerate and notice of dishonor.

WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment, demand, notice of acceleration, notice of intent to accelerate and notice of dishonor, and any and all notices related to this Guaranty or to any of the Debts, including, but not limited to notice of your acceptance of this Guaranty, the present existence or future incurring of any debt or any terms or amounts of the Debts or any change in the Debts, or notice of obtaining or releasing of any guaranty, surety agreement, pledge assignment or other security for any Debt.

WAIVERS AND CONSENT. Borrower, to the extent permitted by law, consents to certain actions Lender may take, and generally waives defenses that may be available based on these actions or based on the status of a party to the Loan. Lender may renew or extend payments on the Loan. Lender may release any borrower, endorser, guarantor, surety, or any other co-signer. Lender may release, substitute, or impair any Property securing the Loan. Xxxxxx’s course of dealing, or Xxxxxx’s forbearance from, or delay in, the exercise of any of Lender’s rights, remedies, privileges, or right to insist upon Xxxxxxxx’s strict performance of any provisions contained in the Loan Documents, will not be construed as a waiver by Xxxxxx, unless the waiver is in writing and signed by Xxxxxx. Lender may participate or syndicate the Loan and share any information that Xxxxxx decides is necessary about Borrower and the Loan with the other participants.

WAIVERS AND CONSENT. No waiver of any provision hereof shall be deemed a waiver of any other provision hereof, or of any subsequent breach of the same or any other provision. Consent to or approval by either party of any action shall not be deemed to render unnecessary the obtaining of such party's consent to or approval of any subsequent acts.

WAIVERS AND CONSENT. (a) Subject to and upon the terms and conditions hereof, (i) the Lender hereby (A) consents to the issuance of the Preferred Stock and to the amendments set forth in Section 3 below and (B) waives its rights to require the Company to redeem all or any portion of the Note pursuant to Section 5(b) of the Note and (ii) the Prencen Entities waive any rights that may be triggered by the New Financing pursuant to Sections 4(k) or 4(l) of the Securities Purchase Agreement, but in the case of each of clauses (i)(A), (i)(B) and (ii) of this Section 2(a), solely to the extent such rights are triggered by the issuance of the Preferred Stock or any shares issuable upon conversion thereof. Each Prencen Entity hereby acknowledges and agrees that none of the New Financing or any conversion of the Preferred Stock by the Prencen Entities into Common Stock that is then held by the Prencen Entities or their Affiliates shall be deemed to constitute (1) a “Fundamental Transaction” (as such term is defined in the Note, the First Series A Warrant, the Second Series A Warrant and the Series B Warrant) under any of the Prencen Finance Documents or (2) a “Change of Control” (as such term is defined in the Note) under any of the Prencen Finance Documents. Each Prencen Entity hereby waives any and all notices relating to the New Financing that it may be entitled to under any Prencen Finance Document. (b) Subject to the terms hereof, each of the Prencen Entities hereby waives

WAIVERS AND CONSENT. Borrower, to the extent permitted by law, consents to certain actions Lender may take, and generally waives defenses that may be available based on these actions or based on the status of a party to the Loan. Lender may renew or extend payments on the loan. Lender may release any borrower, endorser, guarantor, surety, or any other co-signer. Lender may release any borrower, endorser, guarantor, surety or any other co-signer. Lender may release, substitute, or impair any Property securing the Loan. Xxxxxx’s course of dealing, or Xxxxxx’s forbearance from, or delay in, the exercise of any of Lender’s rights, remedies, privileges, or right to insist upon Xxxxxxxx’s strict performance of any provisions contained in the Loan Documents, will not be construed as a waiver by Xxxxxx, unless the waiver is in writing and signed by Xxxxxx. Lender may participate or syndicate the Loan and share any information that Xxxxxx decides is necessary about Borrower and the Loan with the other participants.

WAIVERS AND CONSENT. (a) Effective as of the Effec tive Time (as ------------------- defined in Section 2 of this Waiver), the undersigned Noteholders hereby consent to (i) the sale (the "FAB Sale") by Merisel, Inc. and Merisel FAB, Inc., a Delaware corporation ("Merisel FAB"), on or before March 31, 1997, of substantially all of the assets of Merisel FAB to SynFab, Inc. (the "Buyer"), pursuant to that certain Asset Purchase Agreement dated as of January 15, 1997 (the "FAB Asset Purchase Agreement") by and among Merisel, Merisel FAB, the Buyer and SYNNEX Information Technologies, Inc., the principal terms of which FAB Asset Purchase Agreement are described in the term sheet attached as Exhibit A hereto and (ii) the merger of Merisel FAB with and into Merisel, Inc., at any time following the consummation, if any, of the FAB Sale in accordance with the immediately preceding clause (i). (a) Effective as of the Effective Time, the Noteholders hereby waive the provisions of Section 9.10 of the Existing Agreement to the extent necessary to permit the amendment and waivers of the Revolving Credit Agreement, Senior Notes and Senior Note Purchase Agreement contemplated by clauses (ii) and (iii) of Section 2 hereof and hereby agree to the extent that any covenants or other provisions of the Senior Note Agreement are incorporated by reference into Section 9.10 of the Existing Agreement, the Noteholders hereby consent to such amendments and waivers to such incorporated covenants and other provisions.

WAIVERS AND CONSENT. Subject to the occurrence of the Third Amendment Effective Date, the Required Lenders, the Required Revolving Lenders and the Required Unfunded New Delayed-Draw Term Lenders agree that, provided that the RemainCo Acquisition Closing Conditions shall have been satisfied for the RemainCo Acquisition Closing (in each case as reasonably determined by the Administrative Agent): (a) The requirement that the aggregate consideration (including cash and non-cash consideration, any assumption of Indebtedness, any earn-out payments, and any proceeds of any Equity Issuance by any Consolidated Party to any of the Sponsors or the Related Parties in connection with such Acquisition) paid by the Consolidated Parties in respect of the RemainCo Acquisition not exceed $30,000,000, as set forth in clause (i)(vii)(A) of Section 8.6 of the Amended Credit Agreement, is hereby waived; provided, however, that the aggregate purchase price (excluding fees and expenses associated with the RemainCo Acquisition and the financing thereof, but specifically including any amounts paid to satisfy the Liens and obligations described in subparagraph (d) of this Part 3 to the extent that the Consolidated Parties are not indemnified for such amounts by Cardinal Health, Inc. and/or its affiliates pursuant to the RemainCo Purchase Agreement) paid by the Consolidated Parties for all of the RemainCo Shares is not in excess of $50,000,000; (b) The requirement that the aggregate consideration (including cash and non-cash consideration, any assumption of Indebtedness and any earn-out payments, but excluding the proceeds of any Equity Issuance by any Consolidated Party to any of the Sponsors or the Related Parties in connection with such Acquisition) paid by the Consolidated Parties in respect of all Acquisitions consummated during the period from October 17, 2003 to October 16, 2004 not exceed $40,000,000, as set forth in clause (i)(viii)(3) of Section 8.6 of the Amended Credit Agreement, is hereby waived solely with respect to the RemainCo Acquisition; provided, however, that the aggregate purchase price (excluding fees and expenses associated with the RemainCo Acquisition and the financing thereof, but specifically including any amounts paid to satisfy the Liens and obligations described in subparagraph (d) of this Part 3 to the extent that the Consolidated Parties are not indemnified for such amounts by Cardinal Health, Inc. and/or its affiliates pursuant to the RemainCo Purchase Agreement) paid by...

WAIVERS AND CONSENT. Borrower waives protest, presentment for payment, demand, and notice of acceleration, intent to accelerate, and dishonor (if allowed by law).

WAIVERS AND CONSENT. Subject to the occurrence of the First Amendment Effective Date, the Required Lenders agree as follows: