Common use of Waivers, etc Clause in Contracts

Waivers, etc. 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, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may release, supersede, exchange or modify any collateral security 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 Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor 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 the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH 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 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)

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Waivers, etc. To the extent permitted by applicable law, each the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties Party hereunder or in connection with any Secured Obligations. The Secured Parties Party may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any the Pledgor. The Secured Parties Party shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any the Pledgor’s 's obligations hereunder. Each The Pledgor further waives any right it may have under the Constitution of the The Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured PartiesParty, 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 THE PLEDGOR’S 'S WAIVERS UNDER THIS SECTION 13 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 RIGHTS.

Appears in 2 contracts

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

Waivers, etc. To 6.1. Each of the extent permitted Representatives hereto consents to and agrees with the other Representatives that, without the necessity of any reservation of rights against any other party and without notice to or further assent by applicable lawany other party, each Pledgorsubject to the provisions of Section 2.1, on its own behalf 2.2 and on behalf 5.1 hereof, (a) any demand for payment of its successors any Obligation may be rescinded in whole or in part, and assignsany Obligation may be continued, hereby waives presentmentand the Obligations, demandor the liability of Funding, paymentthe Partnership or any other Person upon or for any part thereof, notice or any collateral security or guaranty therefor or right of dishonoroffset with respect thereto, protest andor any obligation or liability of Funding, the Partnership or any other Person thereunder or with respect thereto may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered or released (it being acknowledged that the foregoing is subject, in the case of any Shared Collateral, to the provisions of Section 2 hereof), and (b) the Documents, and any other documents, instruments or agreements evidencing or governing the terms of the Obligations or any collateral security documents or guaranties or documents in connection therewith, may be amended, modified, supplemented or terminated, in whole or in part, as the parties thereto may deem advisable from time to time, except as otherwise expressly set forth therein, and any collateral security at any time held by any Representative from the payment of any Obligations, respectively, may be sold, exchanged, waived, surrendered or released, in each case all without notice to or further assent by any other party hereto, each of which will remain bound under this Intercreditor Agreement, and all without impairing, releasing or affecting the lien priority or other provisions herein, notwithstanding any such renewal, extension, modification, acceleration, compromise, amendment, supplement, termination, sale, exchange, waiver, surrender or release, subject in each case to the provisions of this Intercreditor Agreement. The Representatives hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Representatives upon this Intercreditor Agreement and the Credit Facility Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Intercreditor Agreement. 6.2. Each Representative hereby acknowledges and confirms to each other Representative Trustee that: (a) No Representative has made any representations or warranties as to any matter which may affect in any way related to the financial condition, relationships or transactions of Funding, the Partnership or any other Person, including, without limitation, the business, assets, li- abilities, type or value of any security therefor, financial condition, management or control of Funding, the Partnership or any other Person; and (b) Except as expressly provided herein, all no Representative is obligated to notify any other demands and notices Representative or any other Person of any change in connection with this Agreement the business, assets, liabilities, type or value of any security therefor, financial condition, management or control of Funding, the Partnership or any other Person; and (c) The failure by a Representative to obtain, perfect or realize upon any security for any of the Obligations or the enforcement of the rights of the Secured Parties hereunder indebtedness, obligations or in connection with any Secured Obligations. The Secured Parties may release, supersede, exchange or modify any collateral security 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 Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution liabilities of any other state in which the Person, shall not release or otherwise impair any of the Pledged Collateral may be located), or under the Constitution obligations of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH 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 RIGHTSother Representatives hereunder.

Appears in 2 contracts

Samples: Intercreditor Agreement (Trumps Castle Funding Inc), Intercreditor Agreement (Trump Hotels & Casino Resorts Funding Inc)

Waivers, etc. To the extent permitted by applicable law, each the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties Party hereunder or in connection with any Secured Obligations. The Secured Parties Party may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any the Pledgor. The Secured Parties Party shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any the Pledgor’s ' obligations hereunder. Each The Pledgor further waives any right it may have under the Constitution of the The Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured PartiesParty, 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 THE PLEDGOR’S 'S WAIVERS UNDER THIS SECTION 13 12 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR 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 (Sholodge Inc), Stock Pledge Agreement (Candlewood Hotel Co Inc)

Waivers, etc. To the extent permitted by applicable law, each the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any the Pledgor. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any the Pledgor’s 's obligations hereunder. Each The Pledgor 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 the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH THE PLEDGOR’S 'S WAIVERS UNDER THIS SECTION 13 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 RIGHTS.

Appears in 2 contracts

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

Waivers, etc. To the extent permitted by applicable law, each the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any the Pledgor. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any the Pledgor’s obligations hereunder. Each The Pledgor 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 the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH THE 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 RIGHTS.

Appears in 2 contracts

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

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, 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 of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Issuer or the Pledgor or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability acceptance of partial payments on any third party without giving notice hereunder to Secured Obligation or on any Pledgorcollateral security for any Secured Obligation and/or the settlement or compromise thereof. The No delay or omission on the part of the Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives exercising any right it may have under the Constitution hereunder shall operate as a waiver of the Commonwealth of Massachusetts (such right or under the constitution of any other state in which 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 INDENTURE DOCUMENTS) 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 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 any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior Pledgor has been apprized and counseled by its attorneys as to the exercise of any right or remedy provided by this Agreement to the Secured Parties, nature thereof and waives its possible alternative 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 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 RIGHTS.

Appears in 2 contracts

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

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, Each Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, 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 of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the other Listed Companies or the other Pledgors or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 third party without giving notice hereunder to any Pledgorother right hereunder. The Secured Parties shall be under no duty to exhaust its rights against Any waiver of any such collateral security right on any one occasion shall not be construed as a bar to or waiver of any such third party before realizing right on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunderfuture occasion. Each Pledgor further waives any right it may have under the Constitution laws of the The Commonwealth of Massachusetts (or Massachusetts, under the constitution laws of any other state in which the any of the Pledged Collateral may be located)located or which may govern the Pledged Collateral, or under the Constitution laws of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided 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, 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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYEach 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 RIGHTSintelligently and knowingly and after such Pledgor has been 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. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, Shutterport hereby waives presentment, demand, payment, notice of dishonornotice, protest and, except as otherwise provided herein, and all other demands and notices in connection with this Agreement or the enforcement of the Xxxxxxxxx'x rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseobligations or any Collateral; consents to and waives notice of: (a) the granting of renewals, supersede, exchange extensions of time for payment or modify other indulgences to Shutterport or to any collateral security it may from time to time hold and release, surrender or modify the liability account debtor in respect of any third party without giving notice account receivable of Shutterport; (b) substitution, release or surrender of any Collateral; (c) the addition or release of persons primarily or secondarily liable on any of the Obligations or on any account receivable or other Collateral; and (d) the acceptance of partial payments on any Obligations or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of Xxxxxxxxx in exercising any right hereunder to shall operate as a waiver of such right or of any Pledgorother right hereunder. The Secured Parties shall be under no duty to exhaust its rights against Any waiver of any such collateral security right on any one occasion shall not be construed as a bar to or waiver of any such third party before realizing right on the Pledged Collateralany such future occasion. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor Shutterport further waives any right it may have under the Constitution laws of the Commonwealth State of Massachusetts New Jersey (or under the constitution laws of any other state in which the any of the Pledged Collateral collateral may be located), or under the Constitution constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYShutterport's waivers under this Section 9 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, knowingly, without duress and only after extensive consideration of the ramifications thereof.

Appears in 2 contracts

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

Waivers, etc. To the extent permitted by applicable law, each the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any the Pledgor. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any the Pledgor’s 's obligations hereunder. Each The Pledgor 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 the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH THE PLEDGOR’S '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 RIGHTS.

Appears in 2 contracts

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

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, Each Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, 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 of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Listed Companies or the Pledgor or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 third party without giving notice hereunder to any Pledgorother right hereunder. The Secured Parties shall be under no duty to exhaust its rights against Any waiver of any such collateral security right on any one occasion shall not be construed as a bar to or waiver of any such third party before realizing right on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunderfuture occasion. Each Pledgor further waives any right it may have under the Constitution constitution of the Commonwealth of Massachusetts (or Massachusetts, under the constitution of the any other state in which the any of the Pledged Collateral may be located)located or which may govern the Pledged Collateral, or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured Parties, Administrative Agent 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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYEach 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 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: Credit Agreement (Affinity Group Holding Inc)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Company hereby waives presentment, demand, payment, notice of dishonornotice, 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 Party's rights of the Secured Parties hereunder or in connection with any Secured ObligationsObligations or any 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 Borrowers or to any account debtor in respect of any Account Receivable, or substitution, release or surrender of any collateral (including the Services Collateral), the addition or release of persons primarily or secondarily liable on any Secured Obligation (including Services) or on any Account Receivable or other collateral, the acceptance of partial payments on any Secured Obligation or on any Account Receivable or other collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Secured 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 Secured Parties may release, supersede, exchange or modify any collateral security 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 Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor Company further waives any right it may have under the Constitution constitution of the Commonwealth of Massachusetts Massachusetts, under the constitution of the States of Delaware or Virginia (or under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe Company'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 RIGHTSintelligently and knowingly and after the 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. To the extent permitted by applicable law, each The Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonornotice, 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 Bank's rights hereunder or with any Secured Obligation or any of 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 Pledgor or any other party, (b) substitution, release or surrender of any of the Securities, (c) the addition or release of any of the Securities or other Collateral, (d) the acceptance of partial payments on any Secured Obligation, any Securities and/or the settlement or compromise thereof. The rights of the Secured Parties Bank hereunder shall not be affected by (i) any extension, renewal, acceleration, indulgence, settlement, compromise or any other change in connection with the time of payment or the terms of any Secured ObligationsObligation 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 Secured Parties Bank may take any additional collateral security and may release, supersede, exchange or modify any collateral other security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any Pledgorin accordance with this Agreement. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor hereby 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 the any of the Pledged Collateral may be located)Massachusetts, or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured Parties, 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe 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 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. No delay or omission on the part of the 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. No course of dealing between the Pledgor and the Bank nor any failure to exercise, nor any delay in exercising, on the part of the Bank, any right, power or privilege hereunder or under any of the Secured 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.

Appears in 1 contract

Samples: Commercial Loan Agreement (Dusa Pharmaceuticals Inc)

Waivers, etc. 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, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties Party hereunder or in connection with any Secured Obligations. The Secured Parties Party may release, supersede, exchange or modify any collateral security 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 Parties Party shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor 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 the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured PartiesParty, 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 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 RIGHTS.

Appears in 1 contract

Samples: Pledge Agreement (Five Star Quality Care Inc)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Company's rights of the Secured Parties hereunder or in connection with the Secured Obligation or any Secured Obligations. The Secured Parties may releasePledged Stock; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Company or the Pledgor or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor the Secured Obligation, surrender the addition or modify release of persons primarily or secondarily liable on the liability Secured Obligation or on any collateral security for the Secured Obligation, the acceptance of partial payments on the Secured Obligation or on any collateral security for the Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Company in exercising any right hereunder shall operate as a waiver of such right or of any third party without giving notice hereunder 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 Pledgorsuch right on any future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it he may have under the Constitution constitution of the The Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe 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 RIGHTSintelligently and knowingly and after the Pledgor has been apprised and counseled by his attorneys as to the nature thereof and his possible alternative rights.

Appears in 1 contract

Samples: Pledge Agreement (Aseco Corp)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, Each Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, 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 of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the other Listed Companies or the other Pledgors or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 third party without giving notice hereunder to any Pledgorother right hereunder. The Secured Parties shall be under no duty to exhaust its rights against Any waiver of any such collateral security right on any one occasion shall not be construed as a bar to or waiver of any such third party before realizing right on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunderfuture occasion. Each Pledgor further waives any right it may have under the Constitution laws of the Commonwealth State of Massachusetts (or New York, under the constitution laws of any other state in which the any of the Pledged Collateral may be located)located or which may govern the Pledged Collateral, or under the Constitution laws of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided 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, 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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYEach 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 RIGHTSintelligently and knowingly and after such Pledgor has been 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. To the extent permitted by applicable law, each PledgorTenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonornotice, 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 Party hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Obligations. The Secured Parties may releaseParty; consents to and waives notice of (a) the substitution, supersede, exchange release or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice Collateral, (b) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (c) the acceptance of partial payments on any 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 Party or any holder of Obligations in exercising any right hereunder to shall operate as a waiver of such right or of any Pledgorother right hereunder. The Secured Parties No waiver of any such right on any one occasion shall be under no duty construed as a bar to exhaust its rights against or waiver of any such collateral security right on any future occasion. No course of dealing between Tenant and the Secured Party or any such third party before realizing holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the Pledged Collateralpart 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. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor Tenant further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state or commonwealth in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured PartiesParty, 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 PLEDGORTENANT’S WAIVERS UNDER THIS SECTION 13 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR TENANT 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 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 rights under this Agreement 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, and, to the maximum extent permitted by applicable law, Tenant hereby irrevocably waives the benefits of all such laws.

Appears in 1 contract

Samples: Transaction Agreement (Senior Housing Properties Trust)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Collateral Agent's rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Pledged Issuer or the Pledgor or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 Collateral Agent in exercising any right hereunder shall operate as a waiver of such right or of any third party without giving notice hereunder 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 Pledgorsuch right on any future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution laws of the Commonwealth State of Massachusetts (or New York, under the constitution laws of any other state in which the any of the Pledged Collateral may be located)located or which may govern the Pledged Collateral, or under the Constitution laws of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured Parties, Collateral Agent 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe 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 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, 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. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgors hereby waives waive presentment, demand, payment, notice of dishonornotice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Party’s rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consent to and waive notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Borrower or the Pledgors or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 Party in exercising any right hereunder shall operate as a waiver of such right or of any third party without giving notice hereunder to any Pledgorother right hereunder. The Secured Parties shall be under no duty to exhaust its rights against Any waiver of any such collateral security right on any one occasion shall not be construed as a bar to or waiver of any such third party before realizing right on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunderfuture occasion. Each Pledgor further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution constitutions of any other state in which the any of the Pledged Collateral may be located), located or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe Pledgors’ 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 RIGHTSintelligently and knowingly and after the Pledgors have been apprised and counseled by their attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Pledge Agreement (Monitronics International Inc)

Waivers, etc. To the extent permitted by applicable law, each the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any the Pledgor. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any the Pledgor’s obligations hereunder. Each The Pledgor 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 the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH THE 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 RIGHTS.

Appears in 1 contract

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

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, 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 of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 third party without giving notice hereunder 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 Pledgorsuch right on any future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution constitution of the Commonwealth of Massachusetts (or Massachusetts, under the constitution of the any other state in which the any of the Pledged Collateral may be located)located or which may govern the Pledged Collateral, or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured Parties, Administrative Agent 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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe 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 RIGHTSintelligently and knowingly and after the Pledgor has been 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. To the extent permitted by applicable law, each the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties Party hereunder or in connection with any Secured Obligations. The Secured Parties Party may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any the Pledgor. The Secured Parties Party shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any the Pledgor’s , obligations hereunder. Each The Pledgor further waives any right it may have under the Constitution of the The Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured PartiesParty, 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 THE PLEDGOR’S 'S WAIVERS UNDER THIS SECTION 13 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 RIGHTS.

Appears in 1 contract

Samples: Stock Pledge Agreement (Candlewood Hotel Co Inc)

Waivers, etc. To 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 extent permitted by applicable law, each Pledgor, on its own behalf payment of all or any part of the Debt do hereby severally waive presentment and on behalf of its successors and assigns, hereby waives presentment, demand, demand for payment, notice 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 otherwise provided hereinin Section 5(b) relating to the Defeasance Deposit, all other demands no release of any security for the Debt or extension of time for payment of this Note or any installment hereof, and notices in connection with no alteration, amendment or waiver of any provision of this Agreement Note, the Security Instrument or the enforcement of the rights of the Secured Parties hereunder other Loan Documents made by agreement between Lender or in connection with any Secured Obligations. The Secured Parties may other person or party shall release, supersedemodify, exchange amend, waive, extend, change, discharge, terminate or modify any collateral security it may from time to time hold and release, surrender or modify affect the liability of Borrower, and any third party without giving other person or entity who may become liable for the payment of all or any part of the Debt, under this Note, the Security Instrument or the other Loan Documents. No notice hereunder to any Pledgor. The Secured Parties or demand on Borrower shall be under no duty deemed to exhaust its rights against be a waiver of 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 such collateral security 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. (Nothing in the foregoing sentence shall be construed as a consent to, or a waiver of, any prohibition or restriction on transfers of interests in a partnership, corporation or limited liability company which may be set forth in the Security Instrument or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor 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 the any of the Pledged Collateral may be locatedLoan Document.), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH 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 RIGHTS.

Appears in 1 contract

Samples: Promissory Note (Secured Investment Resources Fund Lp Ii)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Party's rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consent to and waive notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 Party in exercising any right hereunder shall operate as a waiver of such right or of any third party without giving notice hereunder 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 Pledgorsuch right on any future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution constitutions of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe 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 RIGHTSintelligently and knowingly and after the Pledgor has been apprised and counseled by their attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Pledge Agreement (Monitronics International Inc)

Waivers, etc. To 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 extent permitted by applicable law, each Pledgor, on its own behalf payment of all or any part of the Debt do hereby severally waive presentment and on behalf of its successors and assigns, hereby waives presentment, demand, demand for payment, notice 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 otherwise provided hereinin Section 5(b) relating to the Defeasance Deposit, all other demands no release of any security for the Debt or extension of time for payment of this Note or any installment hereof, and notices in connection with no alteration, amendment or waiver of any provision of this Agreement Note, the Security Instrument or the enforcement of the rights of the Secured Parties hereunder other Loan Documents made by agreement between Lender or in connection with any Secured Obligations. The Secured Parties may other person or party shall release, supersedemodify, exchange amend, waive, extend, change, discharge, terminate or modify any collateral security it may from time to time hold and release, surrender or modify affect the liability of Borrower, and any third party without giving other person or entity who may become liable for the payment of all or any part of the Debt, under this Note, the Security Instrument or the other Loan Documents. No notice hereunder to any Pledgor. The Secured Parties or demand on Borrower shall be under no duty deemed to exhaust its rights against be a waiver of 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 such collateral security 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. (Nothing in the foregoing sentence shall be construed as a consent to, or a waiver of, any prohibition or restriction on transfers of interests in a partnership, corporation or limited liability company which may be set forth in the Security Instrument or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor 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 the any of the Pledged Collateral may be locatedLoan Document.), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH 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 RIGHTS.

Appears in 1 contract

Samples: Promissory Note (Secured Investment Resources Fund Lp Ii)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Party’s rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Pledgor or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 Party in exercising any right hereunder shall operate as a waiver of such right or of any third party without giving notice hereunder 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 Pledgorsuch right on any future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution laws of the Commonwealth State of Delaware, Massachusetts (or South Carolina, under the constitution laws of any other state in which the any of the Pledged Collateral may be located)located or which may govern the Pledged Collateral, or under the Constitution laws of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein or in the Loan Agreements or in any other Loan Document) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe Pledgor’s waiver under this Section 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 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 and Security Agreement (KingsCrowd, Inc.)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Company hereby waives presentment, demand, payment, notice of dishonornotice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Party's rights of the Secured Parties hereunder or in connection with any Secured ObligationsObligations or any Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Company or to any account debtor in respect of any Receivable, or substitution, release or surrender of any Collateral, the addition or release of persons primarily or secondarily liable on any Secured Obligation or on any Account Receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any 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 Parties Obligations and/or the Secured Party's remedies against the Company, any rights, defenses and other benefits the Company may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability have by reason of any third party without giving notice 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 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 Pledgorsuch right on any such future occasion. The Secured Parties shall be Company further waives, to the extent permitted under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modificationsapplicable law, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution constitution of the The Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe Company'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 RIGHTSintelligently and knowingly and after the 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. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Company hereby waives presentment, demand, payment, notice of dishonornotice, 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 Party's rights of the Secured Parties hereunder or in connection with any Secured ObligationsObligations or any 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 Borrowers or to any account debtor in respect of any Account Receivable, or substitution, release or surrender of any collateral (including the Consulting Collateral), the addition or release of persons primarily or secondarily liable on any Secured Obligation (including Consulting) or on any Account Receivable or other collateral, the acceptance of partial payments on any Secured Obligation or on any Account Receivable or other collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Secured 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 Secured Parties may release, supersede, exchange or modify any collateral security 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 Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor Company further waives any right it may have under the Constitution constitution of the Commonwealth of Massachusetts Massachusetts, under the constitution of the States of Delaware or Virginia (or under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe Company'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 RIGHTSintelligently and knowingly and after the 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. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Company hereby waives presentment, demand, payment, notice of dishonor----- ------------ notice, 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 Agent's and/or the Secured Parties Parties' rights hereunder or in connection with any Secured ObligationsObligations or any Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Company or to any account debtor in respect of any Receivable, or substitution, release or surrender of any Collateral, the addition or release of persons primarily or secondarily liable on any Secured Obligation or on any Receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any 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 may release, supersede, exchange against the Company. No delay or modify omission on the part of the Agent and/or the Secured Parties in exercising any collateral security it may from time to time hold and release, surrender right hereunder shall operate as a waiver of such right or modify the liability of any third party without giving notice hereunder 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 Pledgorsuch right on any such future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor Company further waives any right it may have under the Constitution constitution of the The Commonwealth of Massachusetts (or Massachusetts, the States of California and Delaware and under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent and/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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe Company'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 RIGHTSintelligently and knowingly and after the 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. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Party’s rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Pledgor or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 Party in exercising any right hereunder shall operate as a waiver of such right or of any third party without giving notice hereunder 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 Pledgorsuch right on any future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution laws of the Commonwealth State of Massachusetts (or New York, under the constitution laws of any other state in which the any of the Pledged Collateral may be located)located or which may govern the Pledged Collateral, or under the Constitution laws of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided 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 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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe 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 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 and Security Agreement (Blonder Tongue Laboratories Inc)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Company hereby waives presentment, demand, payment, notice of dishonornotice, protest and, except as otherwise provided herein, all other demands and notices in connection with this Security Agreement or the enforcement of the Lenders' rights of the Secured Parties hereunder or in connection with any Secured ObligationsObligations or any Collateral; the Company consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgence to any account debtor in respect of any account receivable, the addition or release of persons primarily or secondarily liable on any account receivable or other Collateral, the acceptance of partial payments on any obligation or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay on the part of 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 Secured Parties may release, supersede, exchange or modify any collateral security 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 Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor Company further waives any right it may now or hereafter have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Security Agreement to 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe 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 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.

Appears in 1 contract

Samples: Subordinated Loan Agreement (Eip Microwave Inc)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, 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 Party’s rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Pledgor, exchange any other Borrower, or modify to any third party, or substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 Party in exercising any right hereunder shall operate as a waiver of such right or of any third party without giving notice hereunder 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 Pledgorsuch right on any future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution constitution of the The Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe 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 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 (Dynamics Research Corp)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, Debtor hereby waives presentment, demand, payment, notice of dishonornotice, 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 of the Secured Parties hereunder or in connection with any Secured ObligationsObligations or any Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the 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, the addition or release of persons primarily or secondarily liable on any Secured Obligation or on any account receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any account receivable or other Collateral and/or the settlement or compromise thereof. The No delay or omission on the part of the Collateral Trustee or the Secured Parties may release, supersede, exchange or modify any collateral security 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 Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives exercising any right it may have under the Constitution hereunder shall operate as a waiver of the Commonwealth of Massachusetts (such right or under the constitution of any other state in which the right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of the Pledged Collateral may be located)any such right on any future occasion. TO THE EXTENT PERMITTED BY APPLICABLE LAW, or EACH DEBTOR 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 COLLATERAL OR ANY DEBTOR MAY BE LOCATED, OR UNDER THE LAWS 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 COLLATERAL TRUSTEE 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. Each Debtor waivers under the Constitution of the United States of Americathis section have been made voluntarily, to notice (except for notice specifically required hereby) or to a judicial hearing prior intelligently and knowingly and after such Debtor has been apprised and counseled by its attorneys as to the exercise of any right or remedy provided by this Agreement to the Secured Parties, nature thereof and waives its possible alternative 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 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 RIGHTS.

Appears in 1 contract

Samples: Security Agreement (Lbi Media Holdings Inc)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, Each Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Lender's rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Listed Companies or the Pledgors or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify the liability release of Persons primarily or secondarily liable on any third party without giving notice hereunder to Secured Obligation or on any Pledgor. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any such third party before realizing collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall part of the Lender in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives exercising any right it may have under the Constitution hereunder shall operate as a waiver of the Commonwealth of Massachusetts (such right or under the constitution of any other state in which the right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of the Pledged Collateral may be located)any such right on any future occasion. EACH PLEDGOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, or UNDER THE LAWS OF ANY STATE IN WHICH ANY OF THE PLEDGED COLLATERAL MAY BE LOCATED, OR UNDER THE LAWS 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 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. Each Pledgor's waivers under the Constitution of the United States of Americathis Section have been made voluntarily, to notice (except for notice specifically required hereby) or to a judicial hearing prior intelligently and knowingly and after such Pledgor has been apprized and counseled by its attorneys as to the exercise of any right or remedy provided by this Agreement to the Secured Parties, nature thereof and waives its possible alternative 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 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 RIGHTS.

Appears in 1 contract

Samples: Pledge Agreement (Alternative Resources Corp)

Waivers, etc. To The Parent and the extent permitted by applicable law, Pledgor each Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonornotice, 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 of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Company or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 third party without giving notice hereunder 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 Pledgorsuch right on any future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on Parent and the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor each further waives any right it may have under the Constitution laws of the Commonwealth State of Massachusetts (or Delaware, under the constitution laws of any other state in which the any of the Pledged Collateral may be located)located or which may govern the Pledged Collateral, or under the Constitution laws of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided 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 Lender 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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe Parent’s and/or the Pledgor’s waiver 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 RIGHTSintelligently and knowingly and after the 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. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Company hereby waives presentment, demand, payment, notice of dishonornotice, protest and, except as otherwise provided herein, all other demands and notices in connection with this Security Agreement or the enforcement of the Lender' rights of the Secured Parties hereunder or in connection with any Secured ObligationsObligations or any Collateral; the Company consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgence to any account debtor in respect of any account receivable, the addition or release of persons primarily or secondarily liable on any account receivable or other Collateral, the acceptance of partial payments on any obligation or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay on the part of 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 Secured Parties may release, supersede, exchange or modify any collateral security 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 Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor Company further waives any right it may now or hereafter have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Security Agreement to 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe 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 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.

Appears in 1 contract

Samples: Security Agreement (Eip Microwave Inc)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, Each Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, 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 of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the other Listed Companies or the other Pledgors or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 third party without giving notice hereunder to any Pledgorother right hereunder. The Secured Parties shall be under no duty to exhaust its rights against Any waiver of any such collateral security right on any one occasion shall not be construed as a bar to or waiver of any such third party before realizing right on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunderfuture occasion. Each Pledgor further waives any right it may have under the Constitution laws of the The Commonwealth of Massachusetts (or Massachusetts, under the constitution laws of any other state in which the any of the Pledged Collateral may be located)located or which may govern the Pledged Collateral, or under the Constitution laws of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided 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, 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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYEach 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 RIGHTSintelligently and knowingly and after such Pledgor has been 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.)

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Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, 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 of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to any Company or the Pledgor or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 third party without giving notice hereunder 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 Pledgorsuch right on any future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor 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 the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Pledge Agreement to the Secured Parties, Collateral Agent 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 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 RIGHTS.

Appears in 1 contract

Samples: Share Pledge Agreement (Act Manufacturing Inc)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Company hereby waives presentment, demand, payment, notice of dishonornotice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Creditor's rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Company or to any third Party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify the liability release of persons primarily or secondarily liable on any third party without giving notice hereunder to Secured Obligation or on any Pledgor. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any such third party before realizing collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall part of Creditor in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives exercising any right it may have under the Constitution hereunder shall operate as a waiver of the Commonwealth of Massachusetts (such right or under the constitution of any other state in which the right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of the Pledged Collateral may be locatedany such right on any future occasion. THE 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), or 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 CREDITOR 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 Company's waivers under this section have been made voluntarily, intelligently and knowingly and after the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior Company has been apprised and counseled by its attorneys as to the exercise of any right or remedy provided by this Agreement to the Secured Parties, nature thereof and waives its possible alternative 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 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 RIGHTS.

Appears in 1 contract

Samples: Loan Agreement (Versicor Inc /Ca)

Waivers, etc. To the extent permitted by applicable law, each the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties Party hereunder or in connection with any Secured Obligations. The Secured Parties Party may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any the Pledgor. The Secured Parties Party shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any the Pledgor’s obligations hereunder. Each The Pledgor 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 the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured PartiesParty, 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 THE 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 RIGHTS.

Appears in 1 contract

Samples: Pledge of Tenant’s Company Interests Agreement (Five Star Quality Care Inc)

Waivers, etc. To 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 all rights and benefits that might, in whole or in part, relieve it from the performance of its duties and obligations by reason of any proceeding as specified in the preceding sentence, and 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 payment in full of all amounts payable by the Borrower of amounts due under the Credit Agreement and the other Loan Documents and an absolute discharge or release of such Guarantor signed by the Security Trustee on behalf of the 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 particular payment, performance or other discharge of the Guaranteed Obligations which it has received is vulnerable to being set aside or 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 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 Borrower, any other Guarantor or any other Person. Without prejudice to the generality of the foregoing, to the full extent permitted by law, none of the liabilities or obligations of any Guarantor under this Guaranty shall be impaired by: (a) the Guaranteed Party: (i) agreeing with the Borrower to any variation or departure (however substantial) of or from the Credit Agreement or any other Loan Document so that any such variation or departure shall, whatever its nature, be binding upon such Guarantor in all circumstances, notwithstanding that it may increase or otherwise affect the liability of such Guarantor; (ii) releasing or granting any time or any indulgence whatsoever to the Borrower and, in particular, waiving any of the preconditions for the making of any Loan under the Credit Agreement, any contravention by the Borrower of the Credit Agreement or any other Loan Document or entering into any transaction or arrangements whatsoever with or in relation to the Borrower, any other Guarantor, and/or any third party; (iii) taking, accepting, varying, dealing with, enforcing, abstaining from enforcing, surrendering or releasing any security for the Guaranteed Obligations in such manner as they think fit, or claiming, proving for, accepting or transferring any payment in respect of the Guaranteed Obligations in any composition by, or liquidation of, the Borrower, any other Guarantor, and/or any third party or abstaining from so claiming, proving, accepting or transferring. (b) any provision of this Guaranty being or becoming void, unenforceable or otherwise invalid under any applicable law. The obligations of each Guarantor hereunder shall be continuing, each Pledgorabsolute and unconditional and shall remain in full force and effect until irrevocable payment, performance or observance in full of all of the Guaranteed Obligations and shall not in any manner be affected by reason of any action taken or not taken by any Guaranteed Party or any other Person or of any lack of prior enforcement or retention of any rights against the Borrower or any Guarantor or any illegality, unenforceability or invalidity of the Guaranteed Obligations or the Loan Documents, any other guarantee or other obligations, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, or any other circumstance or condition (whether or not any Guarantor or the Borrower shall have any knowledge or notice thereof), including without limitation: (i) any termination, rescission, waiver, compromise, acceleration, amendment or modification of, or deletion from, or addition or supplement to, or other change in any of the Loan Documents, or any other instrument or agreement applicable to any of the parties to any of the Loan Documents, or to any Aircraft or any part thereof, or any assignment, mortgage or transfer of any thereof, or of any interest therein, or any leasing or subleasing of any Aircraft, or any furnishing or acceptance of additional security, or any release of any security, for the obligations of the Borrower under the Loan Documents or the failure of any security or the failure of any Person to perfect any interest in any collateral security; (ii) any failure, omission or delay on the part of the Borrower, any other Guarantor or any other Person to conform or comply with any term of any Loan Document; (iii) any exercise or nonexercise of any right, remedy, power or privilege under or in respect of any Loan Document or any obligation or liability contained therein; (iv) except to the extent thereof, any waiver by a Guaranteed Party as provided in the Loan Documents, of the performance or observance by the Borrower of any Guaranteed Obligation, or any default under any Loan Document, or the extension or renewal of any Loan Document or any change in the provisions of any Loan Document, or any extension of the time for payment of principal and interest or any other Guaranteed Obligation, or of the time for performance of any other obligations, covenants or agreements under or arising out of any Loan Document, or the extension or the renewal of any thereof; (v) the exchange, surrender, substitution or modification of any collateral security for any of the Guaranteed Obligations; (vi) any failure, omission or delay on the part of any Guaranteed Party, or its own behalf successors or assigns, to give such Guarantor notice of any Event of Default or the like under any Loan Document or to enforce, assert or exercise any right, power or remedy conferred on it in this Guaranty, or any such failure, omission or delay on the part of any Guaranteed Party in connection with any Loan Document or any other action on the part of any Guaranteed Party; (vii) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshalling of assets and liabilities, liquidation, or similar proceedings with respect to the Borrower, any Guarantor, any other Person or any of their respective properties or creditors, or the disaffirmance with respect to the Borrower of any of the Loan Documents in any such proceeding or any action taken by any trustee or receiver or by any court in any such proceeding; (viii) any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any of the Loan Documents; (ix) any defect in the title, compliance with specifications, condition, design, operation or fitness for use of, or any damage to or loss or destruction of, any Aircraft, or any interruption or cessation in the use of any Aircraft or any portion of any thereof by the Borrower or any other Person for any reason whatsoever (including without limitation any governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof, whether or not resulting from accident and whether or not without fault on behalf the part of the Borrower, any Guarantor or any other Person; (x) any merger or consolidation of the Borrower or any Guarantor into or with any other Person, or any sale, lease or transfer of any of the assets of the Borrower or any Guarantor to any other Person or any change in ownership of the equity interests in the Borrower or any Guarantor; (xi) any compromise, settlement, release, renewal, extension, indulgence, change in or waiver or modification of any Guaranteed Obligation, or any failure to mitigate damages, or any release or discharge, by operation of law or otherwise, of the Borrower, any Guarantor or any other Person from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or any Loan Document; (xii) any transfer, permitted assignment, participation or other arrangement by the Borrower, any Guaranteed Party, or their successors or assigns of its successors interest, or any part thereof, in and assignsto any Loan Document or the assignment or transfer of any rights relating to any Guaranteed Obligation contained in any Loan Document, including, without limitation, the full or partial assignment of any of the Loan Documents or any assignment, transfer or other arrangement by which the Lessee transfers its interests in or loses control of the use of any Aircraft or any part thereof; (xiii) any defense, setoff, cross-claim or counterclaim which may at any time be available to or asserted by or against the Borrower or such Guarantor (other than the defense of payment or performance in full); (xiv) any misrepresentation or breach of warranty made by the Borrower or any Guarantor in any Loan Document or in any certificate or document delivered in connection therewith; (xv) the genuineness, legality, validity, regularity or enforceability of any Loan Document or collateral security therefor, or of any assignment or termination of any Loan Document; and (xvi) any other condition or circumstance which might otherwise constitute a legal or equitable discharge, release or defense of a surety or guarantor, or which might otherwise limit recourse against such Guarantor, including, without limitation, any discharge, release, defense or limitation arising out of any applicable law which would either exempt, modify or delay the due or punctual payment and performance of the obligations of such Guarantor hereunder, it being agreed that the obligations of such Guarantor hereunder shall not be discharged except by payment or performance as herein provided. Each Guarantor hereby waives and shall not assert any of the foregoing occurrences as a defense to its obligations hereunder. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be made hereunder as and when, from time to time, the Borrower shall default in the payment or performance of the Guaranteed Obligations under the terms of any Loan Document, and that this Guaranty shall remain in force and effect and shall apply to each and every subsequent default in respect of the Guaranteed Obligations. Each Guarantor hereby specifically agrees that it shall not be necessary or required in order to enforce its obligations hereunder that there be, and specifically waives diligence, presentment, demand, payment, protest or notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection any kind whatsoever with respect to this Agreement Guaranty or the enforcement Guaranteed Obligations, including without limitation: (i) notice of the rights acceptance of the Secured Parties hereunder this Guaranty or in connection with any Secured Obligations. The Secured Parties may release, supersede, exchange notice of nonpayment or modify any collateral security it may from time to time hold and release, surrender or modify the liability nonperformance of any third party without giving notice hereunder to any Pledgor. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor 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 the any of the Pledged Collateral may be located)Guaranteed Obligations; (ii) demand for payment or performance from the Borrower; (iii) presentment for payment upon the Borrower or the making of any protest; (iv) notice of the amount of the Guaranteed Obligations outstanding at any time; (v) notice of failure to perform on the part of the Borrower or notice of dishonor or acceleration; (vi) any requirement to exhaust any remedies exercisable upon a default under any Loan Document; (vii) any notice of any sale, transfer or other disposition of any right, title or interest in or to any Aircraft, or under any part thereof; or (viii) any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against such Guarantor (other than the Constitution defense of the United States of America, to notice (except for notice specifically required hereby) payment or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated performance 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 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 RIGHTSfull).

Appears in 1 contract

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

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, Each Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, 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 of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to any Company or any Pledgor or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 third party without giving notice hereunder to any Pledgorother right hereunder. The Secured Parties shall be under no duty to exhaust its rights against Any waiver of any such collateral security right on any one occasion shall not be construed as a bar to or waiver of any such third party before realizing right on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunderfuture occasion. Each Pledgor further waives any right it may have under the Constitution laws of the Commonwealth State of Massachusetts (or New York, under the constitution laws of any other state in which the any of the Pledged Collateral may be located)located or which may govern the Pledged Collateral, or under the Constitution laws of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Pledge Agreement to the Secured Parties, Collateral Agent 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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe Pledgors' 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 RIGHTSintelligently and knowingly and after the 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. 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, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties Party hereunder or in connection with any Secured Obligations. The Secured Parties Party may release, supersede, exchange or modify any collateral security 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 Parties Party shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s 's obligations hereunder. Each Pledgor 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 the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured PartiesParty, 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 PLEDGOR’S '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 RIGHTS.

Appears in 1 contract

Samples: Pledge Agreement (Five Star Quality Care Inc)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, 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 Party's rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Pledgor, exchange any other Borrower, or modify to any third party, or substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 Party in exercising any right hereunder shall operate as a waiver of such right or of any third party without giving notice hereunder 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 Pledgorsuch right on any future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution constitution of the The Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe 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 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 (Dynamics Research Corp)

Waivers, etc. To the extent permitted by applicable law, each PledgorThe Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonornotice, 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 Party hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the substitution, release or surrender of any Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any 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 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. No waiver of any such right on any one occasion shall 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 Secured Parties may release, supersede, exchange or modify any collateral security 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 Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor Tenant further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state or commonwealth in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured PartiesParty, 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 PLEDGORTHE TENANT’S WAIVERS UNDER THIS SECTION 13 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR TENANT 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 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 Agreement 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, and, to the maximum 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. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, the Assignor hereby waives presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may release, supersede, exchange or modify any collateral security 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 Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution of the The Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Pledged Collateral may be located)state, or under the Constitution of the United States of America), to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement hereby to the Secured Parties, Party and waives its the Assignor’s 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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe Assignor’s waivers under this Section 8 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 Assignor has been apprised and counseled by the Assignor’s attorneys as to the nature thereof and the Assignor’s possible alternative rights. No delay or omission on the part of the Secured Party in exercising any right hereunder shall operate as a waiver of such right or of any 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. No course of dealing between the Assignor and the Secured Party nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power or privilege hereunder or under any of the Secured 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.

Appears in 1 contract

Samples: Pledge and Security Agreement (J Jill Group Inc)

Waivers, etc. 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, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties Party hereunder or in connection with any Secured Obligations. The Secured Parties Party may release, supersede, exchange or modify any collateral security 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 Parties Party shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor 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 the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured PartiesParty, 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 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 RIGHTS.

Appears in 1 contract

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

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgor hereby waives presentment, demand, paymentnotice, notice of dishonor, ------------ 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 of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to any Company or the Pledgor or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 third party without giving notice hereunder 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 Pledgorsuch right on any future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution of the Commonwealth State of Massachusetts (or New York, under the constitution of any other state in which the any of the Pledged Collateral may be located)located or which may govern the Pledged Collateral, or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Pledge Agreement to the Secured Parties, Collateral Agent 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 PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe 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 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 (Act Manufacturing Inc)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Party’s or the Lenders’ respective rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consent to and waive notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Pledged Stock Issuer or the Pledgor or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 Party in exercising any right hereunder shall operate as a waiver of such right or of any third party without giving notice hereunder 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 Pledgorsuch right on any future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution of the Commonwealth The State of Massachusetts New York (or under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe 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 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 (Party City Corp)

Waivers, etc. To the extent permitted by applicable law, each PledgorThe Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonornotice, 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 Party hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the substitution, release or surrender of any Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any 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 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. No waiver of any such right on any one occasion shall 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 Secured Parties may release, supersede, exchange or modify any collateral security 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 Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor Tenant further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state or commonwealth in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured PartiesParty, 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 PLEDGOR’S THE TENANT'S WAIVERS UNDER THIS SECTION 13 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR TENANT 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 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 Agreement 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, and, to the maximum 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. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Dyax's rights of the Secured Parties hereunder or in connection with the Secured Obligations or any Secured Obligations. The Secured Parties may releasePledged Collateral; consents to and waives notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Company or the Pledgor or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor the Secured Obligation, surrender the addition or modify release of persons primarily or secondarily liable on the liability Secured Obligation or on any collateral security for the Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for the Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of Dyax in exercising any right hereunder shall operate as a waiver of such right or of any third party without giving notice hereunder to other right no waiver by Dyax or by any Pledgorother holder of the Secured Obligations of any default shall be effective unless in writing nor operate rate as a waiver of any other default or of the same default on a future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution constitution of the Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe 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 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: Loan and Pledge Agreement (Dyax Corp)

Waivers, etc. To the extent permitted by applicable law, each PledgorEach Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonornotice, 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 Party hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Obligations. The Secured Parties may releaseParty; consents to and waives notice of (a) the substitution, supersede, exchange release or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice Collateral, (b) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (c) the acceptance of partial payments on any 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 Party or any holder of Obligations in exercising any right hereunder to shall operate as a waiver of such right or of any Pledgorother right hereunder. The Secured Parties No waiver of any such right on any one occasion shall be under no duty construed as a bar to exhaust its rights against or waiver of any such collateral security right on any future occasion. No course of dealing between any Subtenant and the Secured Party or any such third party before realizing holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the Pledged Collateral. Such modificationspart of the Secured Party or any holder of Obligations, changesany right, renewalspower or privilege hereunder or under any of the Obligations, releases 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 actions shall in no way affect or further exercise thereof, or the exercise of any Pledgor’s obligations hereunderother right, power or privilege. Each Pledgor Subtenant further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state or commonwealth in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured PartiesParty, 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 PLEDGORSUBTENANT’S WAIVERS UNDER THIS SECTION 13 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR SUCH SUBTENANT 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 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 Agreement 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, and, to the maximum extent permitted by applicable law, each Subtenant hereby irrevocably waives the benefits of all such laws.

Appears in 1 contract

Samples: Transaction Agreement (Senior Housing Properties Trust)

Waivers, etc. (a) The Creditor and the Debtor hereby waive any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement in any action brought therefor by the Lender. To the fullest extent permitted by applicable law, the Creditor and the Debtor each Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives further waives: presentment, demand, paymentprotest, notice of protest, notice of default or dishonor, protest andnotice of payment or nonpayment and any and all other notices and demands of any kind in connection with instruments, except documents and agreements evidencing, securing or relating in any way to all or any portion of the Superior Debt or the Junior Debt to which the Creditor or the Debtor may be a party; notice of the acceptance of this Agreement by the Lender; notice of any loans made, extensions granted or other action taken by the Lender in reliance hereon, including without limitation: (i) granting time or other indulgences to the Debtor, (ii) renewing, extending, modifying or compromising any of the Superior Debt, (iii) possessing, substituting, modifying, waiving or releasing any collateral held as otherwise provided hereinsecurity for any of the Superior Debt, or (iv) adding or releasing any person primarily or secondarily liable thereon; and all other demands and notices of every kind in connection with this Agreement, the Superior Debt or Junior Debt, and no such action taken by the Lender shall affect the subordination or other provisions herein in any manner. (b) In the event of any sale, assignment, disposition or other transfer of the Junior Debt, the Creditor shall cause the transferee thereof to execute and deliver to the Lender an agreement (substantially identical with this Agreement or otherwise in form and substance satisfactory to the enforcement Lender) providing for the continued subordination of the Junior Debt to the Superior Debt as provided herein and for the continued effectiveness of all of the rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may release, supersede, exchange or modify any collateral security 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 Parties shall be arising under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor 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 the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH 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 RIGHTSAgreement.

Appears in 1 contract

Samples: Debt Subordination Agreement (Argan Inc)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, Each Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, 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 Lender's rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations 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, supersedeextensions of time for payment or other indulgences to the Listed Companies or the Pledgors or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 Lender in exercising any right hereunder shall operate as a waiver of such right or of any third party without giving notice hereunder to any Pledgorother right hereunder. The Secured Parties shall be under no duty to exhaust its rights against Any waiver of any such collateral security right on any one occasion shall not be construed as a bar to or waiver of any such third party before realizing right on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunderfuture occasion. Each Pledgor further waives any right it may have under the Constitution laws of the Commonwealth of Massachusetts (or Massachusetts, under the constitution laws of any other state in which the any of the Pledged Collateral may be located)located or which may govern the Pledged Collateral, or under the Constitution laws of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein or in the Credit Agreement) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYEach 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 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: Credit and Security Agreement (Signal Technology Corp)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgor hereby waives presentment, demand, payment, notice of dishonornotice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Party's rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Stock; consents to and waive notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Company or the Pledgor or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability acceptance of partial payments on any Secured Obligation or on any collateral Security of any third party without giving notice Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured 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 Pledgorsuch right on any future occasion. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it the Pledgor may have under the Constitution constitution of the Commonwealth State of Massachusetts Ohio (or under the constitution of any other state in which the any of the Pledged Collateral Stock may be located), or under the Constitution constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe 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 RIGHTSintelligently and knowingly and after the Pledgor has been apprised and counseled by 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. To the extent permitted by applicable law, each PledgorEach Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonornotice, 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 Party hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Obligations. The Secured Parties may releaseParty; consents to and waives notice of (i) the substitution, supersede, exchange release or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any 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 Party or any holder of Obligations in exercising any right hereunder to shall operate as a waiver of such right or of any Pledgorother right hereunder. The Secured Parties No waiver of any such right on any one occasion shall be under no duty construed as a bar to exhaust its rights against or waiver of any such collateral security right on any future occasion. No course of dealing between either Subtenant and the Secured Party or any such third party before realizing holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the Pledged Collateral. Such modificationspart of the Secured Party or any holder of Obligations, changesany right, renewalspower or privilege hereunder or under any of the Obligations, releases 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 actions shall in no way affect or further exercise thereof, or the exercise of any Pledgor’s obligations hereunderother right, power or privilege. Each Pledgor Subtenant further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state or commonwealth in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured PartiesParty, 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 PLEDGORSUBTENANT’S WAIVERS UNDER THIS SECTION 13 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR EACH SUBTENANT 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 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 Agreement 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, and, to the maximum 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. To the extent permitted by applicable law, each PledgorEach Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonornotice, 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 Party hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Obligations. The Secured Parties may releaseParty; consents to and waives notice of (i) the substitution, supersede, exchange release or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any 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 Party or any holder of Obligations in exercising any right hereunder to shall operate as a waiver of such right or of any Pledgorother right hereunder. The Secured Parties No waiver of any such right on any one occasion shall be under no duty construed as a bar to exhaust its rights against or waiver of any such collateral security right on any future occasion. No course of dealing between any Subtenant and the Secured Party or any such third party before realizing holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the Pledged Collateral. Such modificationspart of the Secured Party or any holder of Obligations, changesany right, renewalspower or privilege hereunder or under any of the Obligations, releases 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 actions shall in no way affect or further exercise thereof, or the exercise of any Pledgor’s obligations hereunderother right, power or privilege. Each Pledgor Subtenant further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state or commonwealth in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured PartiesParty, 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 PLEDGOR’S SUBTENANT'S WAIVERS UNDER THIS SECTION 13 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR SUCH SUBTENANT 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 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 Agreement 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, and, to the maximum 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. 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, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any Pledgorthe Pledgors. The Secured Parties shall be under no duty to exhaust its their rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives waive any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 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: Pledge of Shares of Beneficial Interest Agreement (Five Star Quality Care Inc)

Waivers, etc. To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, The Pledgors hereby waives waive presentment, demand, payment, notice of dishonornotice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Party's rights of the Secured Parties hereunder or in connection with any Secured Obligations. The Secured Parties may releaseObligations or any Pledged Collateral; consent to and waive notice of the granting of renewals, supersedeextensions of time for payment or other indulgences to the Borrower or the Pledgors or to any third party, exchange or modify substitution, release or surrender of any collateral security it may from time to time hold and releasefor any Secured Obligation, surrender the addition or modify release of persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the liability 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 Party in exercising any right hereunder shall operate as a waiver of such right or of any third party without giving notice hereunder to any Pledgorother right hereunder. The Secured Parties shall be under no duty to exhaust its rights against Any waiver of any such collateral security right on any one occasion shall not be construed as a bar to or waiver of any such third party before realizing right on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunderfuture occasion. Each Pledgor further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution constitutions of any other state in which the any of the Pledged Collateral may be located), located or under the Constitution of the United States of America, to notice (except for other than any requirement of notice specifically required herebyprovided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to 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. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILYThe Pledgors' 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 RIGHTSintelligently and knowingly and after the Pledgors have been apprised and counseled by their attorneys as to the nature thereof and its possible alternative rights.

Appears in 1 contract

Samples: Pledge Agreement (Monitronics International Inc)

Waivers, etc. To the extent permitted by applicable law, each PledgorThe Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, payment, notice of dishonornotice, 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 Party hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the substitution, release or surrender of any Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any 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 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. No waiver of any such right on any one occasion shall 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 Secured Parties may release, supersede, exchange or modify any collateral security 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 Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor Tenant further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state or commonwealth in which the any of the Pledged Collateral may be located), or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured PartiesParty, 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 PLEDGORTHE TENANT’S WAIVERS UNDER THIS SECTION 13 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR TENANT 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 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 Agreement 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, and, to the maximum 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)

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