Waivers by the Parent Sample Clauses

Waivers by the Parent. Each Parent hereby waives, with respect to the Guarantee but without prejudice to the rights of the parties to the Other Agreements, any notice of acceptance of this Agreement, grace, presentment, demand, protest, notice of the occurrence of a default under the Other Agreements and any other notice of any kind whatsoever and promptness in making any claim or demand hereunder. The Guarantee shall not be affected by (i) the failure of a Beneficiary to assert any claim or demand or to enforce any right or remedy under the provisions of any of the Other Agreements or any agreement related thereto or otherwise, (ii) any extension or renewal of any of the Other Agreements or any agreement related thereto, (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of any of the Other Agreements or of any agreement related thereto, including, without limitation, any change in the time, manner or place of payment or performance of any of the obligations under the Other Agreements, or (iv) the release of any security held for payment of any Obligations.
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Waivers by the Parent. The Parent hereby irrevocably waives, to the extent permitted by applicable law:
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Waivers by the Parent. The Parent hereby waives the failure by the Company to enter into Warrant Termination Agreements with Silicon Valley Bank and All Access International, LLC within ten (10) Business Days of execution of the Agreement as required by Section 6.18 of the Agreement; provided, that the Parent does not waive its rights under any other provision of the Agreement with respect to the Warrant Termination Agreements, including Section 8.3(m) of the Agreement.
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Waivers by the Parent. The Parent hereby waives the failure by the Company to enter into Warrant Termination Agreements with holders of Series C-2 warrants within ten (10) Business Days of execution of the Agreement as required by Section 6.18 of the Agreement; provided, that the Parent does not waive its rights under any other provision of the Agreement with respect to the Warrant Termination Agreements, including Section 8.3(m) of the Agreement.
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Waivers by the Parent. The Parent hereby waives: (a) notice of acceptance by any Agent, any lender or any holder of a Senior Liability of this Agreement; (b) notice of the existence, or creation or non-payment of all or any of the Senior Liabilities; and (c) all diligence in collection or protection of, or realization upon the Senior Liabilities, or any thereof, or any security therefor.
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Waivers by the Parent. Each Guarantor hereby --------------------- unconditionally waives to the fullest extent permitted by law, with respect to its Guarantee but without prejudice to the rights of the parties to the Transaction Documents, (i) any notice of acceptance of this Agreement, grace, presentment, demand, protest, notice of the occurrence of a default under the Transaction Documents and any other notice of any kind whatsoever and promptness in making any claim or demand hereunder, (ii) any right to the enforcement, assertion or exercise by any Beneficiary of any right, power, privilege or remedy conferred herein or in any other Transaction Documents, (iii) any requirement of promptness or diligence on the part of any Beneficiary hereunder, (iv) any requirement on the part of any Beneficiary to mitigate the damages resulting from any default hereunder or under any Transaction Documents, (v) all principles and provisions of law, statutory or otherwise, which may be in conflict with the terms of this Guarantee, (vi) any other circumstance which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against Lyondell or Bayer Corp., as applicable.
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Waivers by the Parent. All of the Senior Debt shall be deemed to have been made or incurred and continued in reliance upon this Agreement. The Parent agrees that the Lender has made no warranties or representations with respect to the due execution, legality, validity, completeness, perfection or enforceability of any agreement or instrument relating to the Senior Debt or the collectibility of the Senior Debt, that the Lender shall be entitled to manage and supervise its financial accommodation to the Corporation in accordance with applicable law and its usual practices, modified from time to time as it deems appropriate under the circumstances, without regard to the existence of any rights that the Parent (or any one or more of them) may now or hereafter have in or to any of the assets of the Corporation, and that the Lender shall have no liability to the Parent (or any one or more of them) for, and the Parent hereby collectively waive any claims which they may now or hereafter have against the Lender arising out of, any and all actions which the Lender, may take or omit to take (including without limitation actions with respect to the creation, attachment, perfection or continuation of liens, mortgages, charges or security interests in any assets at any time securing payment of the Senior Debt, actions with respect to the occurrence of any default under any agreement or instrument relating to the Senior Debt, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any assets securing payment of the Senior Debt and actions with respect to the collection of any claims for all or any part of the Senior Debt from any account debtor, guarantor or any other person) with respect to the Senior Debt and any agreement or instrument related thereto or with respect to the collection of the Senior Debt or the valuation, use, protection or release of any assets securing payment of the Senior Debt.
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Related to Waivers by the Parent

  • Reports by the Company (a) The Company will at all times comply with Section 314(a) of the Trust Indenture Act. The Company covenants and agrees to provide (which delivery may be via electronic mail) to the Trustee within 30 days, after the Company files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the Trustee any correspondence filed with the Commission or any materials for which the Company has sought and received confidential treatment by the Commission; and provided further, that so long as such filings by the Company are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (XXXXX), or any successor system, such filings shall be deemed to have been filed with the Trustee for purposes hereof without any further action required by the Company. For the avoidance of doubt, a failure by the Company to file annual reports, information and other reports with the Commission within the time period prescribed thereof by the Commission shall not be deemed a breach of this Section 5.03.

  • Waiver by the Company The Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Eligible Subsidiary or any other Person.

  • REPURCHASES BY THE COMPANY Without limiting the generality of Section 2.15, the Company may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders.

  • COVENANTS BY THE COMPANY The Company covenants and agrees as follows:

  • Reports by the Issuer The Issuer covenants:

  • Guarantee by the Company Subject to the terms and conditions hereof, the Company, including in its capacity as holder of the Common Securities, hereby irrevocably and unconditionally guarantees to each person or entity to whom the Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the full payment when and as due, of any and all Obligations (as hereinafter defined) to such Beneficiaries. As used herein, "

  • Release by the Company Upon the execution of this Agreement, the Company, on its own behalf, and on behalf of its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Vista, its respective affiliates and each of its respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Vista Released Parties”) from any and all claims, actions, causes of action, suits, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall or may have against any or all of the Vista Released Parties, in respect of or arising from the Settled Claims, (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Agreement shall be construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Vista hereunder, none of which are released hereby until the Company’s receipt of the Note.

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries. * * * * *

  • Notice by the Company The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

  • Reliance by the Company Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

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