Waivers by the Company Sample Clauses
Waivers by the Company. With respect to this Article 11, the Company hereby waives for the benefit of the Administrative Agent and the Banks:
(a) any right to require the Administrative Agent or any Bank, as a condition of payment or performance by the Company under this Guaranty to (i) proceed against any Borrowing Subsidiary, any other guarantor of the obligations of any Borrowing Subsidiary under any other agreement or guaranty or any other Person, (ii) proceed against or exhaust any security held from any Borrowing Subsidiary, any other guarantor or any other Person, or (iii) pursue any other remedy in the power of the Administrative Agent or any Bank whatsoever;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Borrowing Subsidiary including, without limitation, any defense based on or arising out of the lack of validity or unenforceability of the Borrowing Subsidiary Obligations or any agreement or instrument relating thereto or by reason of the cessation from any cause of the liability of any Borrowing Subsidiary other than indefeasible payment in full of the Borrowing Subsidiary Obligations;
(c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, or based upon the Administrative Agent’s or any Bank’s errors or omissions in the administration of the Borrowing Subsidiary Obligations, except behavior which amounts to bad faith;
(d) any (i) principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty, any legal or equitable discharge of its obligations hereunder and the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof, (ii) rights to set-offs, recoupments and counterclaims, (iii) rights to deferral or modification of the Company’s obligations hereunder by reason of any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, (iv) promptness, diligence and any requirement that the Administrative Agent or any Bank protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against any Borrowing Subsidiary or any other Person or any collateral;
(e) notice, demand, presentment, protests, notices of protest, notices of dishonor and notices of any action or inacti...
Waivers by the Company. The provisions of this Section 4 may be waived by the Company with respect to any transfer proposed by the Employee only by duly authorized action of the Board.
Waivers by the Company. (a) The Company irrevocably waives acceptance hereof, presentment, demand, protest, promptness, diligence, acceleration and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company, any Subsidiary Borrower or any other Person or against any direct or indirect security for any obligation of any Subsidiary Borrower.
(a) The Company irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by any Beneficiary that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Subsidiary Borrower, any other guarantor or any other Person.
(b) The Company irrevocably waives any duty on the part of any Beneficiary to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Subsidiary Borrower or any of its Subsidiaries now or hereafter known by such Beneficiary.
Waivers by the Company. The Company hereby waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Note and agrees to remain bound for the payment of principal, interest and all other sums due under this Note notwithstanding any change or changes by way of release, surrender, exchange, modification or substitution of any security for this Note or by way of any extension or extensions of time for the payment of principal, interest or any other sum due hereunder.
Waivers by the Company. The undersigned and every indorser or guarantor of this Note, regardless of the time, order or place of signing, waives presentment, demand, protest and notice of every kind and assents to any one or more extensions or postponements of the time of payment or any other indulgences, to any substitutions, exchanges or releases of collateral available to the Payee, if any, and to the additions or releases of any other parties or persons primarily or secondarily liable.
Waivers by the Company. Except as otherwise provided for in ---------------------- this Agreement and the other Bridge Note Documents, to the fullest extent permitted by applicable law, the Company waives (a) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment and maturity of any or all Bridge Note Documents, and (b) any bond or security which might be required by any court prior to allowing the Holders to exercise any of their remedies. The Company acknowledges that it has been advised by counsel of its choice with respect to this Agreement, the other Bridge Note Documents and the transactions contemplated by this Agreement and the other Bridge Note Documents.
Waivers by the Company. Except as otherwise provided for in this Agreement and applicable law, the Company waives presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of the Notes.
Waivers by the Company. Effective on the earlier of the (x) date of the filing of the Offer, (y) the date on which an Adverse Recommendation Change occurs and (z) the date on which a third party files a tender offer for the Company securities with the AMF before the Purchaser has filed the Offer (such earlier date being referred to as the “Waiver Date”), the Company undertakes to:
(i) abandon any legal action or proceedings in progress against the Purchaser (désistement d’instance et d’action) and in particular its action before the Commercial Court of Paris initiated on 9 September 2020 and registered under the number RG 2020040906 (the “Break-Fee Law Suit”); and
(ii) definitively and irrevocably waive all assertions, grievances, claims, proceedings, demands and legal actions against the Purchaser, including any of its Affiliates, of any nature whatsoever, related to the tender offer agreement entered into by the parties on 28 February 2020. Without prejudice to the foregoing, the Parties acknowledge that a hearing in respect of the Break-Fee Law Suit is scheduled on 17 February 2021. If the Waiver Date occurs prior to 17 February 2021, the Company shall file submissions at the hearing scheduled on 17 February 2021 which shall be in accordance with paragraphs (i) and (ii) above. If the Waiver Date does not occur prior to 17 February 2021 and this Agreement is still in force, the Parties shall request a postponement of the hearing to the latest outside date possible and the Company shall file submissions at the earliest available hearing after the Waiver Date which shall be in accordance with paragraphs (i) and (ii) above. In case of failure by the Company to comply with the provisions set forth in the present Article, the Purchaser may disclose this Agreement to the Commercial Court of Paris to request enforcement.
Waivers by the Company. The Company hereby waives: (a) acceptance or notice of acceptance of this Guaranty by the Bank; (b) notice of any extensions of credit in reliance hereon; (c) notice of presentment; (d) protest and notice of dishonor or, subject to the last sentence of this Section, of default to the Company or to any other party with respect to the payment or performance of the Obligations hereby guaranteed; (e) any and all other notices whatsoever to which the Company might otherwise be entitled; (f) any requirement that the Bank be diligent or prompt in making demands hereunder, giving notice of any default by the Trust, filing any claims with a court in the event of receivership or bankruptcy of the Trust or asserting any other right of the Bank hereunder; and (g) any and all other legal or equitable defenses whatsoever to which the Company might otherwise be entitled as a guarantor or surety.
Waivers by the Company. Except as otherwise provided for in this Agreement and applicable law, each of Holdings, the Company and the Subsidiary Guarantors waives (i) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate and notice of acceleration and (ii) the benefit of all valuation, appraisal and exemption laws. Holdings and the Company acknowledges that it has been advised by counsel of its choice with respect to this Agreement, the other Note Documents and the transactions evidenced by this Agreement and the other Note Documents.