Waivers, Consents and Approvals. No failure or delay of Agent in exercising any power or right hereunder or to demand payment for any sums due pursuant to this Loan Agreement or any other Loan Document, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of Agent hereunder, under the other Loan Documents are cumulative and not exclusive of any rights or remedies which it would otherwise have. No waiver of any provision of this Loan Agreement, any of the other Loan Documents or consent to any departure by Obligor or any other Person therefrom shall in any event be effective unless signed in writing by Agent, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Consents, approvals and waivers granted by Agent for any matters covered under this Loan Agreement or any Loan Document shall not be effective unless singed in writing by Agent, and such consents, approvals and waivers shall be narrowly construed to cover only the parties and facts identified in any such consent, approval or waiver. No notice or demand on Obligor or any other Person in any case shall entitle Obligor or such Person to any other or further notice or demand in similar or other circumstances. Unless expressly provided to the contrary, any consents, approvals or waivers of Agent or Lenders pursuant to this Loan Agreement or any other Loan Documents shall be granted or withheld in Agent’s or Lenders’ sole discretion, as the case may be.
Waivers, Consents and Approvals. The Company and the Shareholders shall use its or his commercially reasonable efforts to obtain the waiver, consent and approval of all Persons whose waiver, consent or approval (i) is required in order to consummate the transactions contemplated by this Agreement, or (ii) is required by any Contract, Order, Law or License to which the Company, any of its Subsidiaries or any of the Shareholders is a party or subject on the Closing Date, and (x) which would prohibit, or require the waiver, consent or approval of any Person to, such transactions or (y) under which such transactions would, without such waiver, consent or approval, constitute an occurrence of Default under the provisions thereof. All written waivers, consents and approvals obtained by the Company and the Shareholders shall be produced at Closing in form and content reasonably satisfactory to Purchaser.
Waivers, Consents and Approvals. Notwithstanding any other provision of this Agreement, the Company will use commercially reasonable efforts (not involving the payment by the Company or any of the Subsidiaries of money to any party to any Material Contract), with the full cooperation of the Parent and Acquirer, to obtain the consents or approvals of third parties required under any Material Contracts and from any Governmental Entity which are listed on Schedule 6.8 or Schedule 7.3 hereof. Provided that the Company shall have complied with this Section 5.2, Acquirer shall have no right to terminate this Agreement or to seek damages or other remedies from the Company as a result of any failure by the Company to obtain any such consent or approval or to provide any such alternative arrangement with respect to any consents, waivers or approvals which are listed on Schedule 6.8 or Schedule 7.3 hereof nor shall any such failure relieve Parent or Acquirer of any of their obligations hereunder; provided that nothing in this Section 5.2 shall be construed to modify Section 6.8 or Section 7.3 hereof nor require Acquirer or Parent to consummate the transactions contemplated by this Agreement if Section 6.8 is not satisfied. Nothing in this Agreement will constitute a transfer or an attempted transfer of any Material Contracts or Governmental Entity consents, approvals, waivers, or other authorizations which are listed on Schedule 7.3 hereof which by its terms or under applicable law or governmental rules or regulations requires the consent or approval of a third party (including, without limitation, a Governmental Entity) unless such consent or approval shall have been obtained.
Waivers, Consents and Approvals. The covenants of Schedule 5 of the Common Terms Agreement (or the covenants of any amended, supplemented, refinanced or replacement Senior Finance Documents) shall apply mutatis mutandis to BNU where the context permits such construction, and to the extent the context does not permit such construction, such provisions shall apply as closely as possible under the circumstances. Any and all waivers, including of a Default or of an Event of Default, consents or approvals made or given, or deemed given, by the holders of the Senior Debt (or any agent or adviser acting on their behalf) under the Facility Agreements shall apply to BNU with the same effect as if the waiver had been given by BNU.
Waivers, Consents and Approvals. Entertainment will use its best efforts to obtain any waivers, consents or approvals under the terms of any agreement or commitment to which Entertainment is a party that are necessary for the consummation of the Merger. In obtaining such waivers, consents and approvals, Entertainment shall not, without consent of WCCI, agree to any amendment to any such instrument.
Waivers, Consents and Approvals. No party hereto shall be deemed to have consented to, approved or waived any matter under this Agreement, unless any purported consent, approval or waiver is expressly set forth in writing and signed by the party giving the consent, approval or waiver. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right or be construed as a waiver to or of any other breach of the same or any other covenant, condition or duty.
Waivers, Consents and Approvals. The transactions of a -------------------------------- meeting of Members however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and each of the absent Members who is entitled to vote, either before or after the meeting, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. A Member's attendance at a meeting shall constitute a waiver of notice of and presence at the meeting, unless the Member objects at the beginning of the meeting. However, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice but not included, if an objection is made at the meeting.
Waivers, Consents and Approvals. Notwithstanding the provisions of the Agreement as amended to date, each of the parties hereto, including the Borrowers, MCFC and each of the undersigned Banks, by its signature on this Amendment hereby:
2.1. Agree that this Amendment shall be deemed to constitute adequate and timely notice to the Agent of the transactions, events and occurrences described in this Amendment as required by Section 6.11 of the Agreement and execution hereof by the Agent and the Required Banks shall be deemed to constitute approval of such transactions described or waiver of such events or occurrences in or evidenced by this Amendment.
2.2. To the extent prohibited by the Agreement, consents to Pioneer's (i) elimination over time of the Daybreak System and its use of the FIS System and (ii) the execution of the System Acquisition Agreements and related documents necessary to acquire and use the FIS System by Pioneer.
2.3. Agrees that the indebtedness and obligations for implementation services evidenced by the System Acquisition Agreement, in an amount not to exceed $2,500,000, shall not be deemed to constitute Nonconforming Debt as described in Section 7.2 of the Agreement hereof and shall constitute Permitted Indebtedness as provided in 7.3 of the Agreement.
2.4. Acknowledges and agrees that Pioneer's incurrence of a loss for fiscal year 2014 due to the Goodwill Impairment Charge shall not be deemed to violate any covenants, representations or agreements contained in the Agreement, including, but not limited to, Sections 6.15, 6.16, 7.6, and 10.16 or to result in a Material Adverse Effect or to otherwise cause an Event of Default.
2.5. To the extent prohibited by the Agreement, waives its rights to declare an Event of Default or to claim the occurrence of a breach or default in the terms of the Agreement or other Loan Documents (as defined in the Agreement), due to the Goodwill Impairment Charge or Pioneer's recording of such loss in the 2014 fiscal year as a result of such Goodwill Impairment Charge.
2.6. To the extent prohibited by the Agreement, consents to Pioneer's declaration and payment in the fourth quarter of Pioneer's 2014 fiscal year and the first quarter of Pioneer's 2015 fiscal year to MCFC of the regular dividends earned in the third quarter and fourth quarter of the 2014 fiscal year, provided, however, that such dividends shall be calculated and approved as specified in the Agreement as modified by this Amendment and shall be placed in the Escrow Account to b...
Waivers, Consents and Approvals. Such Seller shall use commercially reasonable efforts to perform and fulfill all conditions and obligations on his or its part to be performed and fulfilled hereunder and to obtain or make, or cause to be obtained or made, prior to the date of the Closing all waivers, consents, approvals and filings necessary to the performance of his or its obligations under this Agreement, and to obtain or cause to be obtained such other authorizations, waivers, consents, permits, licenses, approvals, qualifications and orders of governmental authorities and parties to contact as may be necessary to transfer to the Buyer and/or to retain in full force and effect subsequent to the date of the Closing, all licenses, permits and franchises applicable to the business of Marcliff and its Subsidiaries.
Waivers, Consents and Approvals. The Buyer shall use commercially reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed and fulfilled hereunder and to obtain or make, or cause to be obtained or made, prior to the date of the Closing all waivers, consents, approvals and filings necessary to the performance of its obligations under this Agreement.
