Waivers of Notices and Defenses Sample Clauses

Waivers of Notices and Defenses. The Guarantor hereby waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any corporation or person against the Contractor or any other corporation or person.
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Waivers of Notices and Defenses. Each of the Guarantors hereby waives, for the benefit of the Beneficiaries: (i) any defense arising by reason of the incapacity, lack of authority or any disability of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be; (ii) any notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Beneficiaries upon this Guaranty or acceptance of this Guaranty (the Guaranteed Obligations and all dealings between RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, and the Guarantor, on the one hand, and the Beneficiaries, on the other hand, being conclusively deemed to have been created, incurred or conducted in reliance upon this Guaranty); (iii) any setoff or counterclaim (other than a setoff or counterclaim that is acknowledged by the Beneficiaries, or judicially determined by a court of competent jurisdiction, not subject to further appeal, to be valid) any demand for performance, notice of nonperformance, diligence, presentment, protest, notice of protest, notice of dishonor, notice of defaults under the Stock Purchase Agreement or any other Transaction Document, notice of any amendment, renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notice that any portion of the Guaranteed Obligations is due, notice of any collection proceedings, and notice of any other fact which might increase the risk of any Guarantor; (iv) any defense based upon any statute or rule of law that provides that the obligation of a surety cannot be larger in amount or in other respects more burdensome than that of the principal; (v) any benefit of, or any right to participate in, or any notices of exchange, sale, surrender or other handling of, any security or collateral given to the Beneficiaries to secure payment or performance of the Guaranteed Obligations or any other liability of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, to any of the Beneficiaries; and (vi) to the fullest extent permitted by law, any other defenses or benefits that may be derived from or afforded by law which limit the liability of, or exonerate, guarantors or sureties, or which may conflict with the terms of this Guaranty, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction, and usury.
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Waivers of Notices and Defenses. The Guarantor hereby waives acceptance hereof, promptness, diligence, presentment, demand, protest and any notice not provided for herein (including without limitation notice of acceptance, presentment, demand, protest and notice of dishonor with respect to the Merger Agreement or this Guaranty), as well as any requirement that at any time any action be taken by any Person against Parent, Merger Sub or any other Person and any other right or protection to which it would otherwise be entitled pursuant to the Israeli Guarantee Law, 1967 and any regulations promulgated thereunder that can be waived, except that no payment shall be sought from the Guarantor under this Guaranty unless a notice has been served to Parent with a copy to the Guarantor and indicating an intention to claim under this Guaranty. Without limiting the generality of the foregoing, the Guarantor hereby waives any right to require, substantively or procedurally, that (a) a judgment previously be rendered against Parent, Merger Sub or any other Person except Guarantor, (b) Parent, Merger Sub or any other Person be joined in any action against the Guarantor, or (c) an action separate from one against the Guarantor be brought against Parent, Merger Sub or any Person.
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Waivers of Notices and Defenses. The Guarantor hereby waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any corporation or person against Mallinckrodt or any other corporation or person, except that no payment shall be sought from the Guarantor under this Guaranty unless a notice of default has been served to Mallinckrodt with a copy to the Guarantor providing for a minimum cure period of 15 days to remedy such default (if and only if such default is curable) and indicating Neuromed’s intention to claim under this Guaranty in the absence of remedy within such cure period.
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Waivers of Notices and Defenses. The Guarantor hereby waives promptness, diligence, notice of acceptance, presentment, demand, protest and any notice not provided for herein with respect to any obligations of the Company under the Credit Agreement and this Guaranty, as well as any requirement that the Agent or any Lender protect, secure, perfect or insure any security interest or lien, or any property subject thereto, or exercise or exhaust any right, assert any claim or demand or enforce any remedy or take any other action against the Company or any other Person (including any other guarantor) or any collateral securing the obligations of the Company under the Credit Agreement and any requirement that at any time any action be taken by any Person against the Company or any other Person.
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Waivers of Notices and Defenses. Guarantor hereby waives notice of acceptance hereof, diligence, presentment, demand of payment, notice of non-performance and protest. Guarantor waives all defenses to enforcement of this Guaranty that may be waived by a guarantor or based upon the Laws of suretyship.
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Waivers of Notices and Defenses. The obligations of InterNorth hereunder are primary and absolute, and no notice of default to, or demand for performance by, InterNorth shall be required of TUEC. TUEC shall not, as a condition to the liability of InterNorth hereunder, be required (i) proceed against Northern Cogeneration or execute upon any assets of Northern Cogeneration; (ii) pursue any remedy whatsoever as against Northern Cogeneration. InterNorth waives any defense arising by reason of any disability of Northern Cogeneration. Until all indebtedness of Northern Cogeneration to TUEC has been paid in full, InterNorth has no right of subrogation, and waives any right to enforce any remedy which TUEC has or may hereafter have against Northern Cogeneration, and waives any benefit of, and any right to participate in, any security now or hereafter held by TUEC. No extension of time for performance, and no alteration, modification or waiver of the obligations imposed on Northern Cogeneration by the co generation Agreement shall modify, discharge, or excuse any obligation of InterNorth hereunder.
Sample 1
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Waivers of Notices and Defenses. Guarantor hereby waives: (a) any defense arising by reason of the incapacity, lack of authority or any disability of the Guarantor; (b) any notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Trust upon this Guaranty or acceptance of this Guaranty (the Guaranteed Obligations and all dealings between the Company and Guarantor, on the one hand, and the Trust, on the other hand, being conclusively deemed to have been created, incurred or conducted in reliance upon this Guaranty); (c) any setoff or counterclaim, any demand for performance, notice of nonperformance, diligence, presentment, protest, notice of protest, notice of dishonor, notice of defaults or Events of Default under the Purchase Agreement or the Collateral Agreement, notice of any amendment, renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notice that any portion of the Guaranteed Obligations is due, notice of any collection proceedings, and notice of any other fact which might increase the risk of Guarantor.
Sample 1
Waivers of Notices and Defenses. The Guarantor hereby waives: (a) all and any defences based on (i) suretyship or impairment of collateral or rights which might apply to its obligations under this Guarantee; (ii) an alleged election of remedies by Lessor; (iii) any claim that any exercise of any remedies by Lessor has impaired or destroyed the Guarantor’s rights of subrogation against Lessee; (b) any right to require Lessor to proceed against Lessee or any other person, to proceed against or exhaust any security held by Lessor or to pursue or exhaust any other remedy available, before proceeding against the Guarantor hereunder, without prejudice to Section 1 above; (c) any claim based upon the failure of Lessor to file or enforce a claim against the assets or estate of Lessee or any other person whether in any proceedings or otherwise.
Sample 1

Related to Waivers of Notices and Defenses

  • Waivers of Notice Each Borrower waives, to the extent permitted by law, notice of acceptance hereof; notice of the existence, creation or acquisition of any of the Obligations; notice of an Event of Default except as set forth herein; notice of the amount of the Obligations outstanding at any time; notice of any adverse change in the financial condition of any other Borrower or of any other fact that might increase a Borrower’s risk; presentment for payment; demand; protest and notice thereof as to any instrument; and all other notices and demands to which a Borrower would otherwise be entitled by virtue of being a co-borrower or a surety. Each Borrower waives any defense arising from any defense of any other Borrower, or by reason of the cessation from any cause whatsoever of the liability of any other Borrower. Bank’s failure at any time to require strict performance by any Borrower of any provision of the Loan Documents shall not waive, alter or diminish any right of Bank thereafter to demand strict compliance and performance therewith. Each Borrower also waives any defense arising from any act or omission of Bank that changes the scope of a Borrower’s risks hereunder. Each Borrower hereby waives any right to assert against Bank any defense (legal or equitable), setoff, counterclaim, or claims that such Borrower individually may now or hereafter have against another Borrower or any other Person liable to Bank with respect to the Obligations in any manner or whatsoever.

  • Waiver of Notices Borrower hereby expressly waives demand, presentment, protest and notice of protest and notice of dishonor with respect to any and all instruments and commercial paper, included in or evidencing any of the Obligations or the Collateral, and any and all other demands and notices of any kind or nature whatsoever with respect to the Obligations, the Collateral and this Agreement, except such as are expressly provided for herein. No notice to or demand on Borrower which Lender may elect to give shall entitle Borrower to any other or further notice or demand in the same, similar or other circumstances.

  • Notices and Waivers Any notice or waiver to be given to any party hereto shall be in writing and shall be delivered by courier, sent by facsimile transmission or first class registered or certified mail, postage prepaid, return receipt requested.

  • Notices and Consents Each of the Parties will give any notices to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of governmental authorities necessary in order to consummate the transactions contemplated hereby.

  • A5 Notices Except as otherwise expressly provided within the Contract, no notice or other communication from one Party to the other shall have any validity under the Contract unless made in writing by or on behalf of the Party concerned.

  • Notices and Demands Any notice or demand that this Indenture requires or permits to be given by the Trustee, or by any Holders, to the Company may instead be given to any Guarantor.

  • Notices and Reports On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action by such holders other than at a meeting, or of the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of Deposited Securities, the Company shall transmit to the Depositary and the Custodian a copy of the notice thereof in English but otherwise in the form given or to be given to holders of Shares or other Deposited Securities. The Company shall also furnish to the Custodian and the Depositary a summary, in English, of any applicable provisions or proposed provisions of the Memorandum and Articles of Association that may be relevant or pertain to such notice of meeting or be the subject of a vote thereat. The Company will also transmit to the Depositary (a) English language versions of the other notices, reports and communications which are made generally available by the Company to holders of its Shares or other Deposited Securities and (b) English language versions of the Company’s annual and other reports prepared in accordance with the applicable requirements of the Commission. The Depositary shall arrange, at the request of the Company and at the Company’s expense, for the mailing of copies thereof to all Holders, or by any other means as agreed between the Company and the Depositary (at the Company’s expense) or make such notices, reports and other communications available for inspection by all Holders, provided, that, the Depositary shall have received evidence sufficiently satisfactory to it, including in the form of an Opinion of Counsel regarding U.S. law or of any other applicable jurisdiction, furnished at the expense of the Company, as the Depositary reasonably requests, that the distribution of such notices, reports and any such other communications to Holders from time to time is valid and does not or will not infringe any local, U.S. or other applicable jurisdiction regulatory restrictions or requirements if so distributed and made available to Holders. The Company will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from time to time, in order for the Depositary to effect such mailings. The Company has delivered to the Depositary and the Custodian a copy of the Memorandum and Articles of Association along with the provisions of or governing the Shares and any other Deposited Securities issued by the Company or any Affiliate of the Company, in connection with the Shares, in each case, to the extent not in English, along with a certified English translation thereof, and promptly upon any amendment thereto or change therein, the Company shall deliver to the Depositary and the Custodian a copy of such amendment thereto or change therein, to the extent not in English, along with a certified English translation thereof. The Depositary may rely upon such copy for all purposes of this Deposit Agreement. The Depositary will make available, at the expense of the Company, a copy of any such notices, reports or communications issued by the Company and delivered to the Depositary for inspection by the Holders of the Receipts evidencing the American Depositary Shares representing such Shares governed by such provisions at the Depositary’s Corporate Trust Office, at the office of the Custodian and at any other designated transfer office.

  • Notices of Litigation and Default Borrower will give prompt written notice to Collateral Agent and the Lenders of any litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more or which could reasonably be expected to have a Material Adverse Change. Without limiting or contradicting any other more specific provision of this Agreement, promptly (and in any event within three (3) Business Days) upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, Borrower shall give written notice to Collateral Agent and the Lenders of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

  • Reports, Notices and Demands Any report, notice, demand or other communication that by any provision of this Trust Agreement is required or permitted to be given or served to or upon any Holder or the Depositor may be given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the case of a Holder of Capital Securities, to such Holder as such Holder’s name and address may appear on the Securities Register; and (b) in the case of the Holder of Common Securities or the Depositor, to Xxxxxx Xxxxxxx, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Office of the Secretary, facsimile no.: (000) 000-0000 or to such other address as may be specified in a written notice by the Depositor to the Property Trustee. Such notice, demand or other communication to or upon a Holder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission. Such notice, demand or other communication to or upon the Depositor shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Depositor. Any notice, demand or other communication which by any provision of this Trust Agreement is required or permitted to be given or served to or upon the Property Trustee, the Delaware Trustee, the Administrators, or the Issuer Trust shall be given in writing addressed (until another address is published by the Issuer Trust) as follows: (a) with respect to the Property Trustee to The Bank of New York, 000 Xxxxxxx Xxxxxx, Floor 8 West, New York, NY 10286, Attention: Corporate Trust Administration; (b) with respect to the Delaware Trustee to The Bank of New York (Delaware), Xxxxx Xxxx Xxxxxx, Route 273, Newark, Delaware 19711, Attention: Corporate Trust Administration; and (c) with respect to the Administrators, to them at the address above for notices to the Depositor, marked “Attention: Office of the Secretary.” Such notice, demand or other communication to or upon the Issuer Trust, the Property Trustee or the Administrators shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Issuer Trust, the Property Trustee, or such Administrator.

  • 2Notices (a) All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile or electronic mail), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three (3) Business Days after being deposited in the mail, postage prepaid, or, in the case of facsimile or electronic mail notice, when received, addressed as follows in the case of Holdings, Borrower and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto: Borrower/Holdings: Enfusion LTD. XXX000 Xxxxx Xxxxx Xxxxxx, Suite 750Chicago, IL 60603Attention: LegalEmail: xxxxx@xxxxxxxxxxxxxxx.xxx​ ​ and a copy to:​Xxxxxxx Procter LLP100 Northern AvenueBoston, MA 02210Attention: Xxxx X. SmithEmail: xxxxxxxxx@xxxxxxxxxx.xxx​ Administrative Agent: Silicon Valley Bank2400 Hanover StreetPalo Alto, CA 94304Attention: Xxxxxxx WillardEmail: xxxxxxxx0@xxx.xxx ​ with a copy to:Xxxxxxxx & Xxxxxxxx XXX000 Xxxxxxxxx XxxxxxXxxxxx, Xxxxxxxxxxxxx 02116Attention: Xxxxxxx X. Xxxxxxx, Esq.E-Mail: xxxxxxxx@xxxx.xxx ​ provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be effective until received. (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including email and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or any Loan Party may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (a) notices and other communications sent to an email address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment); and (b) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its email address as described in the foregoing clause (a) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (a) and (b), if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. (c) Any party hereto may change its address, email address, or facsimile number for notices and other communications hereunder by notice to the other parties hereto. ​ ​ ​ (d) (i) Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Issuing Lender and the other Lenders by posting the Communications on Debt Domain, Intralinks, DebtX, Syndtrak or a substantially similar electronic transmission system (the “Platform”).

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