Common use of Waivers, etc Clause in Contracts

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 5 contracts

Samples: Collateral Pledge and Security Agreement (Entertainment Properties Trust), Collateral Pledge and Security Agreement (Entertainment Properties Trust), Collateral Pledge and Security Agreement (Entertainment Properties Trust)

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Waivers, etc. The Pledgor Each Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between any Subtenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Each Subtenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. EACH SUBTENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH SUBTENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Subtenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Parties’ rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, each Subtenant hereby irrevocably waives the benefits of all such laws.

Appears in 5 contracts

Samples: Subtenant Security Agreement (Five Star Quality Care Inc), Subtenant Security Agreement (Five Star Quality Care Inc), Subtenant Security Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between the Tenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The Pledgor Tenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. THE TENANT'S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, the Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the Secured Parties' rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, the Tenant hereby irrevocably waives the benefits of all such laws.

Appears in 3 contracts

Samples: Security Agreement (Five Star Quality Care Inc), Security Agreement (Five Star Quality Care Inc), Security Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement Guarantor unconditionally waives: (a) notice of any of the Secured Parties’ matters referred to in Paragraph 3 above; (b) all notices which may be required by statute, rule of law or otherwise to preserve any rights hereunder of any Lender or Agent, including, without limitation, notice to the Guarantor of default, presentment to and demand of payment or performance from any Subsidiary Borrower and protest for non-payment or dishonor; (c) any right to the exercise by any Lender or Agent of any right, remedy, power or privilege in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting Transaction Documents; (d) any requirement of renewals, extensions of time for payment diligence or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission marshaling on the part of any Lender or Agent; (e) any requirement that any Lender or Agent, in the Secured Parties in exercising event of any default by any Subsidiary Borrower, first make demand upon or seek to enforce remedies against, any Subsidiary Borrower or any other guarantor before demanding payment under or seeking to enforce this Guaranty; (f) any right hereunder shall operate as a waiver to notice of such right or the disposition of any other security which any Lender or Agent may hold from any Subsidiary Borrower or otherwise and any right hereunder. Any waiver to object to the commercial reasonableness of the disposition of any such right on security; and (g) all errors and omissions in connection with any one occasion Lender’s or Agent’s administration of any of the Guaranteed Obligations, any of the Transaction Documents or any other guarantor, or any other act or omission of any Lender or Agent which changes the scope of the Guarantor’s risk. The obligations of the Guarantor hereunder shall be complete and binding forthwith upon the execution of this Guaranty by it and subject to no condition whatsoever, precedent or otherwise, and notice of acceptance hereof or action in reliance hereon shall not be construed as a bar to or waiver of any such right on any future occasionrequired. The Pledgor further waives any right it may have under the laws If acceleration of the State time for payment of New York, under the laws of any state in which any of the Pledged Collateral may be located Guaranteed Obligations is stayed upon the insolvency, bankruptcy or which may govern the Pledged Collateralreorganization of any Subsidiary Borrower, or all such amounts otherwise subject to acceleration under the laws terms of any Transaction Document shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Administrative Agent made at the request of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsRequired Lenders.

Appears in 3 contracts

Samples: Credit Agreement (Miller Herman Inc), Credit Agreement (Miller Herman Inc), Credit Agreement (Miller Herman Inc)

Waivers, etc. The Pledgor To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations Obligations. The Secured Parties may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Parties shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of the Secured Parties Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in exercising no way affect any right hereunder shall operate as a waiver of such right or of any other right Pledgor’s obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyEACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Appears in 3 contracts

Samples: Pledge of Stock and Membership Interests Agreement (Five Star Quality Care Inc), Pledge of Stock and Membership Interests Agreement (Five Star Quality Care Inc), Pledge of Stock and Membership Interests Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations Obligations. The Secured Parties may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Parties shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor's obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR'S WAIVERS UNDER THIS SECTION 12 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Appears in 2 contracts

Samples: Beneficial Interest Agreement (Five Star Quality Care Inc), Beneficial Interest Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower Issuer or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkTHE PLEDGOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE LAWS OF THE STATE OF NEW YORK, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralUNDER THE LAWS OF ANY STATE IN WHICH ANY OF THE PLEDGED COLLATERAL MAY BE LOCATED OR WHICH MAY GOVERN THE PLEDGED COLLATERAL, or under the laws of the United States of AmericaOR UNDER THE LAWS OF THE UNITED STATES OF AMERICA, to notice TO NOTICE (other than any requirement of notice provided herein or in any other Loan DocumentsOTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN OR IN ANY OTHER INDENTURE DOCUMENTS) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rightsOR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE COLLATERAL AGENT OR THE SECURED PARTIES AND WAIVES ITS RIGHTS, if anyIF ANY, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (if such be the caseIF SUCH BE THE CASE) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 2 contracts

Samples: Guaranty and Pledge Agreement, Nonrecourse Guaranty and Pledge Agreement (Affinity Guest Services, LLC)

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations Obligations. The Secured Parties may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Parties shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor’s obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Appears in 2 contracts

Samples: Beneficial Interest Agreement (Five Star Quality Care Inc), Beneficial Interests Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations Obligations. The Secured Party may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Party shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor' obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State The Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR'S WAIVERS UNDER THIS SECTION 12 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the INTELLIGENTLY AND KNOWINGLY AND AFTER THE Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsHAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Appears in 2 contracts

Samples: Stock Pledge Agreement (Candlewood Hotel Co Inc), Stock Pledge (Sholodge Inc)

Waivers, etc. The Pledgor Shutterport hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, and all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Xxxxxxxxx'x rights hereunder or in connection with any Secured Obligations obligations or any Pledged Collateral; consents to and waives notice of of: (a) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Shutterport or to any third party, or account debtor in respect of any account receivable of Shutterport; (b) substitution, release or surrender of any collateral security for any Secured Obligation, Collateral; (c) the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation of the Obligations or on any collateral security for any Secured Obligation, account receivable or other Collateral; and (d) the acceptance of partial payments on any Secured Obligation Obligations or on any collateral security for any Secured Obligation account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Xxxxxxxxx in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. The Pledgor Shutterport further waives any right it may have under the laws of the State of New York, Jersey (or under the laws of any other state in which any of the Pledged Collateral collateral may be located or which may govern the Pledged Collaterallocated), or under the laws constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Xxxxxxxxx and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Shutterport's waivers under this Section 9 have been made voluntarily, intelligently intelligently, knowingly, without duress and knowingly and only after extensive consideration of the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsramifications thereof.

Appears in 2 contracts

Samples: Security Agreement (Medianet Group Technologies Inc), Security Agreement (Medianet Group Technologies Inc)

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations Obligations. The Secured Parties may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Parties shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor's obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR'S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Appears in 2 contracts

Samples: Shares of Beneficial Interest Agreement (Five Star Quality Care Inc), Shares of Beneficial Interest Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations Obligations. The Secured Party may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Party shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor's obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State The Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR'S WAIVERS UNDER THIS SECTION 12 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Appears in 2 contracts

Samples: Stock Pledge Agreement (Candlewood Hotel Co Inc), Stock Pledge Agreement (Candlewood Hotel Co Inc)

Waivers, etc. The Pledgor Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between Tenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Tenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Parties’ rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, Tenant hereby irrevocably waives the benefits of all such laws.

Appears in 2 contracts

Samples: Security Agreement (Five Star Quality Care Inc), Security Agreement (Five Star Quality Care Inc)

Waivers, etc. The Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower other Listed Companies or the Pledgor other Pledgors or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws of the State The Commonwealth of New YorkMassachusetts, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Each Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the such Pledgor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 2 contracts

Samples: Credit and Security Agreement (Ameresco, Inc.), Credit and Security Agreement (Ameresco, Inc.)

Waivers, etc. The Pledgor All payments required hereunder shall be made irrespective of, and without any deduction for, any setoff, defense or counterclaim. Borrower and all others who may become liable for the payment of all or any part of the Debt do hereby waives presentmentseverally waive presentment and demand for payment, demand, noticenotice of dishonor, protest andand notice of protest and non-payment and all other notices of any kind, except other than notices specifically required by the terms of this Note, the Security Instrument and the other Loan Documents. Except as is otherwise provided hereinin Section 5(b) relating to the Defeasance Deposit, all other demands and notices in connection with this Agreement no release of any security for the Debt or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions extension of time for payment of this Note or other indulgences to any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Borrower Security Instrument or the Pledgor other Loan Documents made by agreement between Lender or to any third partyother person or party shall release, modify, amend, waive, extend, change, discharge, terminate or substitutionaffect the liability of Borrower, release and any other person or surrender entity who may become liable for the payment of all or any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder Debt, under this Note, the Security Instrument or the other Loan Documents. No notice to or demand on Borrower shall operate as be deemed to be a waiver of such right the obligation of Borrower or of the right of Lender to take further action without further notice or demand as provided for in this Note, the Security Instrument or the other Loan Documents. In addition, acceptance by Lender of any other right payment in an amount less than the amount then due shall be deemed an acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be an Event of Default. If Borrower is a partnership, the agreements herein contained shall remain in force and applicable, notwithstanding any changes in the individuals comprising the partnership, and the term “Borrower,” as used herein, shall include any alternate or successor partnership, but any predecessor partnership and their partners shall not thereby be released from any liability. If Borrower is a corporation or limited liability company, the agreements contained herein shall remain in full force and applicable notwithstanding any changes in the shareholders or members comprising, or the officers and directors or managers relating to, the corporation or limited liability company, and the term “Borrower” as used herein, shall include any alternative or successor corporation or limited liability company, but any predecessor corporation or limited liability company shall not be relieved of liability hereunder. Any waiver of any such right on any one occasion (Nothing in the foregoing sentence shall not be construed as a bar to consent to, or a waiver of, any prohibition or restriction on transfers of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New Yorkinterests in a partnership, under the laws of any state in corporation or limited liability company which any of the Pledged Collateral may be located set forth in the Security Instrument or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsDocument.)

Appears in 1 contract

Samples: Secured Investment Resources Fund Lp Ii

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, in the Loan Agreement or in any other Loan Document, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party’s rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Pledgor, any other Borrower, or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws constitution of the State The Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rightsright, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Pledge Agreement (Dynamics Research Corp)

Waivers, etc. The Pledgor Each Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between either Subtenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Each Subtenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. EACH SUBTENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER EACH SUBTENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Subtenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Party’ rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, each Subtenant hereby irrevocably waives the benefits of all such laws.

Appears in 1 contract

Samples: Subtenant Security Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor Pledgors hereby waives waive presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party’s rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents consent to and waives waive notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Pledgors or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws of the State of New York, under the laws constitutions of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rightsright, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Pledgors’ waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has Pledgors have been apprised and counseled by its their attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Pledge Agreement (Monitronics International Inc)

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws constitution of the State Commonwealth of New YorkMassachusetts, under the laws constitution of the any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s 's waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Credit Agreement (Affinity Group Holding Inc)

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations Obligations. The Secured Party may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Party shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor, obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State The Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR'S WAIVERS UNDER THIS SECTION 12 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Appears in 1 contract

Samples: Stock Pledge Agreement (Candlewood Hotel Co Inc)

Waivers, etc. The Pledgor Each Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between any Subtenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Each Subtenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. EACH SUBTENANT'S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH SUBTENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Subtenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the Secured Party's rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, each Subtenant hereby irrevocably waives the benefits of all such laws.

Appears in 1 contract

Samples: Security Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party's rights hereunder or in connection with any Secured Obligations or any Pledged CollateralStock; consents to and waives waive notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower Company or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for Security of any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it the Pledgor may have under the laws constitution of the State of New York, Ohio (or under the laws constitution of any other state in which any of the Pledged Collateral Stock may be located or which may govern the Pledged Collaterallocated), or under the laws constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its waive their rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s 's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its the Pledgor's attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Stock Pledge Agreement (United Shields Corp/Oh/)

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Pledge Agreement or the enforcement of the Secured Parties' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower any Company or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Pledge Agreement to the Collateral Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Pledge Agreement (Act Manufacturing Inc)

Waivers, etc. The Pledgor Pledgors hereby waives waive presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents consent to and waives waive notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Pledgors or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws of the State of New York, under the laws constitutions of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rightsright, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Pledgors' waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has Pledgors have been apprised and counseled by its their attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Pledge Agreement (Monitronics International Inc)

Waivers, etc. The Pledgor Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between the Tenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The Pledgor Tenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. THE TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The PledgorSecured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, the Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the Secured Party’s waivers rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, the Tenant hereby irrevocably waives the benefits of all such laws.

Appears in 1 contract

Samples: Amended and Restated Security Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor Each Debtor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties' rights hereunder or in connection with any Secured Obligations or any Pledged of its Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor such Debtor or to any account debtor in respect of any account receivable or to any other third party, or substitution, release or surrender of any collateral security for any Secured Obligationof its Collateral, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligationaccount receivable or other Collateral of such Debtor, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation account receivable or other Collateral of such Debtor and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkEACH DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE COMMONWEALTH OF MASSACHUSETTS, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralUNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, or under the laws of the United States of AmericaOR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, to notice TO NOTICE (other than any requirement of notice provided herein or in any other Loan DocumentsOTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rightsOR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE ADMINISTRATIVE AGENT AND WAIVES ITS RIGHTS, if anyIF ANY, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (if such be the caseIF SUCH BE THE CASE) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s Each Debtor's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor such Debtor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Credit Agreement (Affinity Group Holding Inc)

Waivers, etc. The Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower other Listed Companies or the Pledgor other Pledgors or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Each Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the such Pledgor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Credit and Security Agreement (Ameresco, Inc.)

Waivers, etc. The Pledgor Company hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Creditor's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Company or to any third partyParty, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Creditor in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkTHE COMPANY FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE COMMONWEALTH OF MASSACHUSETTS (OR UNDER THE CONSTITUTION OF ANY OTHER STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED), under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralOR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, or under the laws of the United States of AmericaTO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO CREDITOR AND WAIVES ITS RIGHTS, to notice IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (other than any requirement of notice provided herein or in any other Loan DocumentsIF SUCH BE THE CASE) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s Company's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor Company has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: First Amendment Agreement (Versicor Inc /Ca)

Waivers, etc. The Pledgor Company hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Security Agreement or the enforcement of the Secured Parties’ Lender' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; the Company consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or indulgence to any third party, or substitution, release or surrender account debtor in respect of any collateral security for any Secured Obligationaccount receivable, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation account receivable or on any collateral security for any Secured Obligationother Collateral, the acceptance of partial payments on any Secured Obligation obligation or on any collateral security for any Secured Obligation account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties any Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. The Pledgor Company further waives any right it may now or hereafter have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Security Agreement to the Agent or the Secured Parties Lender and waives its rightsright, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Company hereby waives the right to plead any statute of limitations as a defense to any indebtedness or obligations hereunder or secured hereby to the full extent permitted by law. The Company's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsknowingly.

Appears in 1 contract

Samples: Security Agreement (Eip Microwave Inc)

Waivers, etc. The Pledgor Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (a) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (b) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (c) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (d) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (e) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between Tenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Tenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The PledgorSecured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Party’s waivers rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, Tenant hereby irrevocably waives the benefits of all such laws.

Appears in 1 contract

Samples: Master Lease Agreement (Senior Housing Properties Trust)

Waivers, etc. The Pledgor To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives waive presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations Obligations. The Secured Parties may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgors. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Parties shall be under no duty to exhaust their rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of the Secured Parties Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in exercising no way affect any right hereunder shall operate as a waiver of such right or of any other right Pledgor’s obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives waive any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyEACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER SUCH PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Appears in 1 contract

Samples: Beneficial Interest Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, in the Loan Agreement or in any other Loan Document, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Pledgor, any other Borrower, or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws constitution of the State The Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rightsright, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s 's waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Pledge Agreement (Dynamics Research Corp)

Waivers, etc. The Pledgor Company hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Security Agreement or the enforcement of the Secured Parties’ Lenders' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; the Company consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or indulgence to any third party, or substitution, release or surrender account debtor in respect of any collateral security for any Secured Obligationaccount receivable, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation account receivable or on any collateral security for any Secured Obligationother Collateral, the acceptance of partial payments on any Secured Obligation obligation or on any collateral security for any Secured Obligation account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties any Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. The Pledgor Company further waives any right it may now or hereafter have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Security Agreement to the Agent or the Secured Parties Lenders and waives its rightsright, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Company hereby waives the right to plead any statute of limitations as a defense to any indebtedness or obligations hereunder or secured hereby to the full extent permitted by law. The Company's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsknowingly.

Appears in 1 contract

Samples: Security Agreement (Eip Microwave Inc)

Waivers, etc. The Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided hereinherein or in the Credit Agreement, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Lender's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice (except as specifically required by this Agreement or the Credit Agreement) of the granting of renewals, extensions of time for payment or other indulgences to the Borrower Listed Companies or the Pledgor Pledgors or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws of the State Commonwealth of New YorkMassachusetts, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsthe Credit Agreement) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Lender and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Each Pledgor’s 's waivers under this Section have been made voluntarily, intelligently and knowingly and after the such Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Credit and Security Agreement (Signal Technology Corp)

Waivers, etc. The Pledgor Each Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (a) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (b) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (c) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (d) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (e) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between any Subtenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Each Subtenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. EACH SUBTENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH SUBTENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The PledgorSecured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Subtenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Party’s waivers rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, each Subtenant hereby irrevocably waives the benefits of all such laws.

Appears in 1 contract

Samples: Master Lease Agreement (Senior Housing Properties Trust)

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, ------------ protest and, except as is otherwise provided herein, all other demands and notices in connection with this Pledge Agreement or the enforcement of the Secured Parties' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower any Company or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State of New York, under the laws constitution of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Pledge Agreement to the Collateral Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s 's waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Pledge Agreement (Act Manufacturing Inc)

Waivers, etc. The Pledgor In the event that this Guaranty or any Loan Document to which the Borrower is a party shall be terminated, rejected or disaffirmed as a result of bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar proceedings with respect to the Borrower, each Guarantor’s obligations hereunder to the Guaranteed Party shall continue to the same extent as if the same had not been so terminated, rejected or disaffirmed. Each Guarantor hereby waives presentmentall rights and benefits that might, demandin whole or in part, noticerelieve it from the performance of its duties and obligations by reason of any proceeding as specified in the preceding sentence, protest andand such Guarantor agrees that it shall be liable for all sums guaranteed, in respect of and without regard to, any modification, limitation or discharge of the liability of the Borrower that may result from any such proceedings and notwithstanding any stay, injunction or other prohibition issued in any such proceedings. Furthermore, the obligation of each Guarantor hereunder will not be discharged by any occurrence whatsoever, except as is otherwise provided herein, payment in full of all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to amounts payable by the Borrower or of amounts due under the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, Credit Agreement and the addition other Loan Documents and an absolute discharge or release of Persons primarily or secondarily liable such Guarantor signed by the Security Trustee on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part behalf of the Secured Parties in exercising Guaranteed Party (and the Security Trustee shall promptly grant such a discharge following the valid and proper payment and performance of all the Guaranteed Obligations); provided that if the Security Trustee has reasonable grounds for believing that any right hereunder shall operate as a waiver of such right particular payment, performance or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws discharge of the State of New York, under the laws of any state in Guaranteed Obligations which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, it has received is vulnerable to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to being set aside or invalidate any sale duly consummated in accordance with to an order for repayment, and delivers to the Guarantor an opinion of appropriately qualified independent legal advisers substantiating that concern, then the Security Trustee will not be obliged to provide an absolute discharge or release of such Guarantor as mentioned above for so long as such belief reasonably persists; and without prejudice to its generality, the foregoing provisions hereof on shall apply in relation to anything which would have discharged such Guarantor (wholly or in part) or which would have afforded such Guarantor any legal or equitable defense, and in relation to any liquidation or dissolution of, or any change in constitution or corporate identity or loss of corporate identity by, the grounds (if such be Borrower, any other Guarantor or any other Person. EXHIBIT F Without prejudice to the case) that generality of the sale was consummated without a prior judicial hearing. The Pledgor’s waivers foregoing, to the full extent permitted by law, none of the liabilities or obligations of any Guarantor under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.Guaranty shall be impaired by:

Appears in 1 contract

Samples: Secured Credit Agreement (Aspirational Consumer Lifestyle Corp.)

Waivers, etc. The Pledgor To the extent permitted by applicable law, each Debtor hereby waives presentment, demand, notice, protest and, except as is otherwise provided hereinherein or in the other Secured Debt Documents, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Debtors or to any account debtor in respect of any account receivable or to any other third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligationaccount receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Collateral Trustee or the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkTO THE EXTENT PERMITTED BY APPLICABLE LAW, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralEACH DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE LAWS OF THE STATE OF NEW YORK, or under the laws of the United States of AmericaUNDER THE LAWS OF ANY STATE IN WHICH ANY OF THE COLLATERAL OR ANY DEBTOR MAY BE LOCATED, to notice OR UNDER THE LAWS OF THE UNITED STATES OF AMERICA, TO NOTICE (other than any requirement of notice provided herein or in any other Loan DocumentsOTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rightsOR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE COLLATERAL TRUSTEE OR THE SECURED PARTIES AND WAIVES ITS RIGHTS, if anyIF ANY, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (if such be the caseIF SUCH BE THE CASE) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s Each Debtor waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor such Debtor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Security Agreement (Lbi Media Holdings Inc)

Waivers, etc. The Pledgor Debtor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Lender's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Debtor or to any account debtor in respect of any account receivable or to any other third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligationaccount receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkTHE DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE STATE OF NEW YORK, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralUNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, or under the laws of the United States of AmericaOR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, to notice TO NOTICE (other than any requirement of notice provided herein or in any other Loan DocumentsOTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rightsOR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE LENDER AND WAIVES ITS RIGHTS, if anyIF ANY, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (if such be the caseIF SUCH BE THE CASE) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s Debtor's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor Debtor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Security Agreement (Engage Inc)

Waivers, etc. The Pledgor Company hereby waives presentment, demand, notice, protest and, except as is otherwise provided hereinherein and in the Credit Agreement, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to either or both of the Borrower or the Pledgor Borrowers or to any third partyaccount debtor in respect of any Account Receivable, or substitution, release or surrender of any collateral security for any Secured Obligation(including the Consulting Collateral), the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation (including Consulting) or on any collateral security for any Secured ObligationAccount Receivable or other collateral, the acceptance of partial payments on any Secured Obligation or on any Account Receivable or other collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. The Pledgor Company further waives any right it may have under the laws constitution of the State Commonwealth of New YorkMassachusetts, under the laws constitution of the States of Delaware or Virginia (or under the constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Company's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor Company has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Security Agreement (Hagler Bailly Inc)

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents consent to and waives waive notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws constitutions of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its their rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s 's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its their attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Pledge Agreement (Monitronics International Inc)

Waivers, etc. The Pledgor Company hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Company or to any third partyaccount debtor in respect of any Receivable, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationAccount Receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Receivable or other Collateral and/or the settlement or compromise thereof. The Company also hereby waives, to the extent permitted under applicable law, any rights and/or defenses the Company may have under any anti- deficiency laws or other laws limiting, qualifying or discharging the Secured Obligations and/or the Secured Party's remedies against the Company, any rights, defenses and other benefits the Company may have by reason of any election made by the Secured Party under the Massachusetts UCC or any other applicable state's UCC or protection afforded to the Company pursuant to the antideficiency laws of any state purporting to limit the amount of any deficiency judgment. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. The Pledgor Company further waives waives, to the extent permitted under applicable law, any right it may have under the laws constitution of the State The Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Company's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor Company has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights. The Secured Party shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that it lawfully may, the Company hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Secured Party's rights under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Company hereby irrevocably waives the benefits of all such laws.

Appears in 1 contract

Samples: Security Agreement (Dynamics Research Corp)

Waivers, etc. The Pledgor hereby Guarantor waives presentmentpromptness, demanddiligence, noticeprotest, protest and, except as is otherwise provided herein, presentments and all other notices and demands and notices in connection whatsoever with this Agreement or the enforcement respect to any of the Secured Parties’ Obligations and this Guaranty, and all rights hereunder to require any Obligee to (a) proceed against the Lessee, (b) protect, secure, perfect or in connection with insure any Secured Obligations Lien or any Pledged Collateral; consents property subject thereto or (c) pursue any other remedy any Obligee may now or hereafter have against the Lessee. The Guarantor waives any right or claim of right to and waives notice cause a marshaling of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereofLessee's assets. No delay or omission on the part of any Obligee in the Secured Parties in exercising exercise of any right hereunder right, power or privilege under the Lease Documents or this Guaranty shall operate as a waiver of any such right, power or privilege. No Obligee shall be obligated to pursue or exhaust any remedies against the Lessee or any other person or collateral prior to proceeding against the Guarantor. The Guarantor waives any defense arising by reason of the cessation from any cause whatsoever of the liability of Lessee, except that the Guarantor does not waive the defense of indefeasible payment in full and performance of the Obligations. Until the Obligations shall have been indefeasibly paid and performed in full, the Guarantor waives any right to enforce the rights it shall acquire by reason of the Guarantor's payment or performance on behalf of the Lessee, whether by way of subrogation or otherwise, any remedy which any Obligee now has or may hereafter have against the Lessee, or any benefit of rights to participate in any security now or hereafter held by any Obligee and pursuit by any Obligee of any other right hereunder. Any waiver of any such right on any one occasion its remedies shall not impair this Guaranty and shall not be construed deemed an election of remedies. Until the Obligations shall have been indefeasibly paid in full and performed as a bar aforesaid, the Guarantor shall not take any action to hinder or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to delay the exercise of any right or to remedy provided by this Agreement to the Agent extent granted under the Lease Documents, this Guaranty or any applicable law to any Obligee in respect of the Property or the Secured Parties and waives its guaranty hereunder; nor exercise or pursue any rights, if anyremedies, to set aside powers, privileges or invalidate benefits of any sale duly consummated in accordance with the foregoing provisions hereof on the grounds kind hereunder (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as whether available to the nature thereof and its possible alternative rightsGuarantor hereunder or at law or in equity); nor, in proceedings under the bankruptcy laws or insolvency proceedings of any nature, shall the Guarantor prove, in competition with any Obligee, any claim in respect of any payment hereunder; nor in any such proceedings shall the Guarantor be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of the Lessee or the benefit of the Security.

Appears in 1 contract

Samples: Capital One Financial Corp

Waivers, etc. The Pledgor Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or Agreement, with the enforcement of the Secured Parties’ Bank's rights hereunder or in connection with any Secured Obligations Obligation or any Pledged Collateralof the Securities; waives all rights to require a marshalling of assets by the Bank; and consents to and waives notice of (a) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third other party, or (b) substitution, release or surrender of any collateral security for any Secured Obligationof the Securities, (c) the addition or release of Persons primarily any of the Securities or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligationother Collateral, (d) the acceptance of partial payments on any Secured Obligation or on Obligation, any collateral security for any Secured Obligation Securities and/or the settlement or compromise thereof. The rights of the Bank hereunder shall not be affected by (i) any extension, renewal, acceleration, indulgence, settlement, compromise or any other change in the time of payment or the terms of any Secured Obligation or any part thereof; (ii) the taking and holding of additional security, other than the Securities and other collateral herein described, for the payment of the Secured Obligations or any part thereof, or the exchange, enforcement, waiver or release of any of the Securities or other collateral herein described or any part thereof or any other security for the Secured Obligations in accordance with this Agreement. The Bank may take any additional collateral security and may release, supersede, exchange or modify any other security it may from time to time hold in accordance with this Agreement. The Pledgor hereby further waives any right it may have under the Constitution of the Commonwealth of Massachusetts, or under the Constitution of the United States of America, to notice (other than any requirement of notice provided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Bank and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor's waivers under this paragraph have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights. No delay or omission on the part of the Secured Parties Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The No course of dealing between the Pledgor further waives and the Bank nor any right it may have under failure to exercise, nor any delay in exercising, on the laws part of the State of New YorkBank, any right, power or privilege hereunder or under the laws of any state in which any of the Pledged Collateral may be located Secured Obligations, shall operate as a waiver thereof; nor shall any single or which may govern the Pledged Collateralpartial exercise of any right, power or under the laws of the United States of America, to notice (other than any requirement of notice provided herein privilege hereunder or in thereunder preclude any other Loan Documents) or to a judicial hearing prior to further exercise thereof or the exercise of any right other right, power or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsprivilege.

Appears in 1 contract

Samples: Massachusetts Agreement (Dusa Pharmaceuticals Inc)

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Waivers, etc. The Pledgor To the extent permitted by applicable law, Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations Obligations. The Secured Party may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Party shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of the Secured Parties Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in exercising any right hereunder shall operate as a waiver of such right or of any other right no way affect Pledgor’s obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyPLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Appears in 1 contract

Samples: Pledge Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Company's rights hereunder or in connection with any the Secured Obligations Obligation or any Pledged CollateralStock; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower Company or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any the Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any the Secured Obligation or on any collateral security for any the Secured Obligation, the acceptance of partial payments on any the Secured Obligation or on any collateral security for any the Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Company in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it he may have under the laws constitution of the State The Commonwealth of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, Massachusetts or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Company and waives its his rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s 's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its his attorneys as to the nature thereof and its his possible alternative rights.

Appears in 1 contract

Samples: Pledge Agreement (Aseco Corp)

Waivers, etc. The Pledgor Debtor hereby waives presentment, demand, notice, ------------ protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Lender's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Debtor or to any account debtor in respect of any account receivable or to any other third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligationaccount receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkTHE DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE STATE OF NEW YORK, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralUNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, or under the laws of the United States of AmericaOR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, to notice TO NOTICE (other than any requirement of notice provided herein or in any other Loan DocumentsOTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rightsOR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE LENDER AND WAIVES ITS RIGHTS, if anyIF ANY, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (if such be the caseIF SUCH BE THE CASE) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s Debtor's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor Debtor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Security Agreement (Engage Technologies Inc)

Waivers, etc. (a) The Pledgor Guarantor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of acceptance of this Guaranty and notice of any liability to which it may apply, and waives diligence, presentment, demand of payment, protest, notice of dishonor of any such liabilities, suit or taking other action or making any demand by CCFI against, and any other notice to, any party liable thereon (including the granting Guarantor). The Guarantor agrees that CCFI may at any time and from time to time without the consent of, or notice to, the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the obligations of renewalsthe Guarantor hereunder, extensions upon or without any terms or conditions and in whole or in part: (i) change the manner, place or terms of, and/or change or extend the time of time for payment of, renew or other indulgences alter, any of the Guaranteed Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Guaranty shall apply to the Guaranteed Obligations so changed, extended, renewed or altered; (ii) exercise or refrain from exercising any rights against the Borrower or any other person or entity (including the Pledgor Guarantor) or otherwise act or refrain from acting; (iii) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower to the creditors of the Borrower (including CCFI); (iv) apply any sums by third partyparties in respect of any liability or liabilities of the Borrower to CCFI regardless of what liability or liabilities of the Borrower remain unpaid; and/or (v) consent to or waive any breach of, or substitutionany act, release omission or surrender of default under or modify or amend any collateral security for any Secured Obligationprovision of, the addition or release Documents so long as the principal amount of Persons primarily or secondarily liable on any Secured Obligation or the Loans is not increased without the written consent of the Guarantor. The Guarantor further acknowledges that the Guarantor has not relied on any collateral security for any Secured Obligationwhich may be granted to CCFI by the Borrower in order to issue this Guaranty, and agrees that this Guaranty shall at all times remain in effect with respect to the acceptance of partial payments on any Secured Obligation Guaranteed Obligations whether the Guaranteed Obligations are secured or on any collateral security for any Secured Obligation and/or the settlement or compromise thereofunsecured. No delay or omission on the part Nothing herein shall be deemed to be a modification of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws terms of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsAgreement.

Appears in 1 contract

Samples: Guardian Technologies International Inc

Waivers, etc. The Pledgor Company hereby waives presentment, demand, notice, protest and, except as is otherwise provided hereinherein and in the Credit Agreement, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to either or both of the Borrower or the Pledgor Borrowers or to any third partyaccount debtor in respect of any Account Receivable, or substitution, release or surrender of any collateral security for any Secured Obligation(including the Services Collateral), the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation (including Services) or on any collateral security for any Secured ObligationAccount Receivable or other collateral, the acceptance of partial payments on any Secured Obligation or on any Account Receivable or other collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. The Pledgor Company further waives any right it may have under the laws constitution of the State Commonwealth of New YorkMassachusetts, under the laws constitution of the States of Delaware or Virginia (or under the constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Company's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor Company has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Security Agreement (Hagler Bailly Inc)

Waivers, etc. The Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower other Listed Companies or the Pledgor other Pledgors or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws of the State The Commonwealth of New YorkMassachusetts, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Each Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the such Pledgor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Credit and Security Agreement (Ameresco, Inc.)

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations Obligations. The Secured Party may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Party shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor’s obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Appears in 1 contract

Samples: Company Interests Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor Debtor hereby waives presentment, demand, notice, ------------ protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Lender's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Debtor or to any account debtor in respect of any account receivable or to any other third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligationaccount receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkTHE DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE COMMONWEALTH OF MASSACHUSETTS, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralUNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, or under the laws of the United States of AmericaOR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, to notice TO NOTICE (other than any requirement of notice provided herein or in any other Loan DocumentsOTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rightsOR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE LENDER AND WAIVES ITS RIGHTS, if anyIF ANY, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (if such be the caseIF SUCH BE THE CASE) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s Debtor's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor Debtor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Security Agreement (Navisite Inc)

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations Obligations. The Secured Parties may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Parties shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor’s obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Appears in 1 contract

Samples: Beneficial Interest Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor Each Guarantor hereby waives presentment(i) notice of acceptance hereof and reliance hereon, demandpresentment and demand for payment, noticeprotest, protest notice of protest, notice of dishonor or nonpayment, notice of the existence, creation or incurrence of any Obligations, notice of any disposition of any collateral or other security for the Obligations and, except as is to the fullest extent permitted by law, any other notice with respect to any of the Obligations of the Borrower or any other Obligor and of this Guaranty, (ii) any requirement that the Administrative Agent, any other Secured Party or any holder of any of the Obligations take any action against the Borrower, any other Obligor or any other Person (including any other guarantor) or proceed against or exhaust any right against any collateral securing the Obligations of the Borrower or any other Obligor and (iii) any requirement that the Administrative Agent, any other Secured Party or any holder of any of the Obligations protect, secure, perfect or insure any security interest or Lien, or any property subject thereto. Each Guarantor hereby waives, and agrees that it shall not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, that may delay, prevent or otherwise provided herein, all other demands and notices in connection with this Agreement affect the performance by any Guarantor of its Guaranteed Obligations or the enforcement by the Administrative Agent or any Lender of this Guaranty. To the maximum extent permitted by Applicable Law, each Guarantor hereby waives the right by statute or otherwise to require the Secured Parties to institute suit against any Obligor or to exhaust any rights and remedies that the Secured Parties have or may have against any Obligor and agrees that all rights and remedies provided herein are cumulative and not exclusive of any other rights or remedies provided by law and no failure to or delay in the exercise of any right shall operate as a waiver thereof. In this regard, each Guarantor agrees that it is bound to the payment and performance of each and all Guaranteed Obligations, whether now existing or hereafter accruing, as fully as if such Guaranteed Obligations were directly owing to the Secured Parties by such Guarantor. Each Guarantor further waives, to the maximum extent permitted by Applicable Law, any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid by the Obligors or such Guarantor) of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part liability of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsrespect thereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (Mips Technologies Inc)

Waivers, etc. The Pledgor All payments required hereunder shall be made irrespective of, and without any deduction for, any setoff, defense or counterclaim. Borrower and all others who may become liable for the payment of all or any part of the Debt do hereby waives presentmentseverally waive presentment and demand for payment, demand, noticenotice of dishonor, protest andand notice of protest and non-payment and all other notices of any kind, except other than notices specifically required by the terms of this Note, the Security Instrument and the other Loan Documents. Except as is otherwise provided hereinin Section 5(b) relating to the Defeasance Deposit, all other demands and notices in connection with this Agreement no release of any security for the Debt or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions extension of time for payment of this Note or other indulgences to any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Borrower Security Instrument or the Pledgor other Loan Documents made by agreement between Lender or to any third partyother person or party shall release, modify, amend, waive, extend, change, discharge, terminate or substitutionaffect the liability of Borrower, release and any other person or surrender entity who may become liable for the payment of all or any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder Debt, under this Note, the Security Instrument or the other Loan Documents. No notice to or demand on Borrower shall operate as be deemed to be a waiver of such right the obligation of Borrower or of the right of Lender to take further action without further notice or demand as provided for in this Note, the Security Instrument or the other Loan Documents. In addition, acceptance by Lender of any other right payment in an amount less than the amount then due shall be deemed an acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be an Event of Default. I f Borrower is a partnership, the agreements herein contained shall remain in force and applicable, notwithstanding any changes in the individuals comprising the partnership, and the term “Borrower,” as used herein, shall include any alternate or successor partnership, but any predecessor partnership and their partners shall not thereby be released from any liability. If Borrower is a corporation or limited liability company, the agreements contained herein shall remain in full force and applicable notwithstanding any changes in the shareholders or members comprising, or the officers and directors or managers relating to, the corporation or limited liability company, and the term “Borrower” as used herein, shall include any alternative or successor corporation or limited liability company, but any predecessor corporation or limited liability company shall not be relieved of liability hereunder. Any waiver of any such right on any one occasion (Nothing in the foregoing sentence shall not be construed as a bar to consent to, or a waiver of, any prohibition or restriction on transfers of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New Yorkinterests in a partnership, under the laws of any state in corporation or limited liability company which any of the Pledged Collateral may be located set forth in the Security Instrument or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsDocument.).

Appears in 1 contract

Samples: Secured Investment Resources Fund Lp Ii

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured PartiesParty’s or the Lendersrespective rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents consent to and waives waive notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower Pledged Stock Issuer or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the The State of New York, York (or under the laws constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its their rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Stock Pledge Agreement (Party City Corp)

Waivers, etc. The Pledgor Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between the Tenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The Pledgor Tenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. THE TENANT'S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, the Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the Secured Party's rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, the Tenant hereby irrevocably waives the benefits of all such laws.

Appears in 1 contract

Samples: Security Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party’s rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Pledge and Security Agreement (Blonder Tongue Laboratories Inc)

Waivers, etc. The Pledgor Each Debtor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party's rights hereunder or in connection with any Secured Obligations or any Pledged of its Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor such Debtor or to any account the Debtor in respect of any account receivable or to any other third party, or substitution, release or surrender of any collateral security for any Secured Obligationof its Collateral, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligationaccount receivable or other Collateral of such Debtor, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation account receivable or other Collateral of such Debtor and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkEACH DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE COMMONWEALTH OF MASSACHUSETTS, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralUNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, or under the laws of the United States of AmericaOR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, to notice TO NOTICE (other than any requirement of notice provided herein or in any other Loan DocumentsOTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rightsOR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE SECURED PARTY AND WAIVES ITS RIGHTS, if anyIF ANY, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (if such be the caseIF SUCH BE THE CASE) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s Each Debtor's waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor such Debtor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Security Agreement (Genzyme Transgenics Corp)

Waivers, etc. The Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower Listed Companies or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws constitution of the State Commonwealth of New YorkMassachusetts, under the laws constitution of the any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Each Pledgor’s 's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Credit Agreement (Affinity Group Holding Inc)

Waivers, etc. The Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Lender's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower Listed Companies or the Pledgor Pledgors or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkEACH PLEDGOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralUNDER THE LAWS OF ANY STATE IN WHICH ANY OF THE PLEDGED COLLATERAL MAY BE LOCATED, or under the laws of the United States of AmericaOR UNDER THE LAWS OF THE UNITED STATES OF AMERICA, to notice TO NOTICE (other than any requirement of notice provided herein or in any other Loan DocumentsOTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rightsOR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE LENDER AND WAIVES ITS RIGHTS, if anyIF ANY, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (if such be the caseIF SUCH BE THE CASE) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Each Pledgor’s 's waivers under this Section have been made voluntarily, intelligently and knowingly and after the such Pledgor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Pledge Agreement (Alternative Resources Corp)

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Dyax's rights hereunder or in connection with any the Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower Company or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any the Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any the Secured Obligation or on any collateral security for any the Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any the Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Dyax in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any no waiver by Dyax or by any other holder of the Secured Obligations of any default shall be effective unless in writing nor operate rate as a waiver of any such right other default or of the same default on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws constitution of the State Commonwealth of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, Massachusetts or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Dyax and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s 's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Loan and Pledge Agreement (Dyax Corp)

Waivers, etc. The Parent and the Pledgor each hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Company or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Parent and the Pledgor each further waives any right it may have under the laws of the State of New YorkDelaware, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent Lender or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Parent’s and/or the Pledgor’s waivers waiver under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor Parent and/or the Pledgor, as the case may be, has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Collateral Pledge Agreement (Bionik Laboratories Corp.)

Waivers, etc. The Pledgor Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between Tenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Tenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the Secured Parties’ rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, Tenant hereby irrevocably waives the benefits of all such laws.

Appears in 1 contract

Samples: Security Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor Each Grantor hereby waives (to the extent permitted by applicable law) presentment, demand, notice, protest and, except as is otherwise provided hereinherein or in the other Transaction Documents, all other demands and notices notices, in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives (to the extent permitted by applicable law) notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor other Grantors or to any account debtor in respect of any Account, including without limitation, any account receivable or to any other third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligationaccount receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Agent on behalf of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor Each Grantor further waives (to the extent permitted by applicable law) any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives (to the extent permitted by applicable law) its rights, if any, to object to, set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearinghearing or was not commercially reasonable. The PledgorEach Grantor’s waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor such Grantor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights, and shall be construed and enforced to the fullest extent enforceable under applicable law.

Appears in 1 contract

Samples: Security Agreement (Terra Income Fund 6, Inc.)

Waivers, etc. The Pledgor Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between the Tenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The Pledgor Tenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. THE TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, the Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Party’ rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, the Tenant hereby irrevocably waives the benefits of all such laws.

Appears in 1 contract

Samples: Tenant Security Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations Obligations. The Secured Party may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Party shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of the Secured Parties Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in exercising no way affect any right hereunder shall operate as a waiver of such right or of any other right Pledgor’s obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyEACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Appears in 1 contract

Samples: Subtenants’ Company Interests Agreement (Five Star Quality Care Inc)

Waivers, etc. The Pledgor Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between the Tenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The Pledgor Tenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. THE TENANT'S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, the Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the Secured Parties' rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, the Tenant hereby irrevocably waives the benefits of all such laws.

Appears in 1 contract

Samples: Security Agreement (Five Star Quality Care Inc)

Waivers, etc. The Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Pledge Agreement or the enforcement of the Secured Parties' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower any Company or the any Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Pledge Agreement to the Collateral Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Pledgors' waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has Pledgors have been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Pledge Agreement (Act Manufacturing Inc)

Waivers, etc. The Pledgor Company hereby waives presentment, demand, ----- ------------ notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Agent's and/or the Secured Parties' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Company or to any third partyaccount debtor in respect of any Receivable, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationReceivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Receivable or other Collateral and/or the settlement or compromise thereof. The Company also hereby waives any rights and/or defenses the Company may have under any anti-deficiency laws or other laws limiting, qualifying or discharging the Secured Obligations and/or the remedies of the Agent and/or the Secured Parties against the Company. No delay or omission on the part of the Agent and/or the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. The Pledgor Company further waives any right it may have under the laws constitution of The Commonwealth of Massachusetts, the State States of New York, California and Delaware and under the laws constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or and/or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Company's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor Company has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights. Neither the Agent nor the Secured Parties shall be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Agent's and the Secured Parties rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that it lawfully may, the Company hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the rights of the Agent and/or the Secured Parties under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Company hereby irrevocably waives the benefits of all such laws.

Appears in 1 contract

Samples: Pledge and Security Agreement (Consumer Portfolio Services Inc)

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Collateral Agent's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower Pledged Issuer or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Collateral Agent in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Collateral Agent or the Secured Parties and waives its rights, if any, to object to, set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearinghearing or was not commercially reasonable. The Pledgor’s 's waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights, and shall be construed and enforced to the fullest extent enforceable under applicable law.

Appears in 1 contract

Samples: Pledge Agreement (Workhorse Group Inc.)

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party’s rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkDelaware, Massachusetts or South Carolina, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in the Loan Agreements or in any other Loan DocumentsDocument) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers waiver under this Section have has been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Pledge and Security Agreement (KingsCrowd, Inc.)

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