Certain Waiver Sample Clauses

Certain Waiver. By their execution and delivery hereof, the Lenders hereby irrevocably waive compliance as of June 30, 1996 with the minimum Capital Base covenant pursuant to Section 5.08 of the Loan Agreement. Such waiver shall only be applicable in this specific instance and for the specific date, and shall not be deemed a waiver (or an agreement to grant a waiver) with respect to any other covenant or for any other time period.
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Certain Waiver. Each Lender hereby irrevocably agrees to forego, and waives any right to receive, any commissions or any other compensation or remuneration in connection with any capital it has provided to or for the benefit of operating Xxxx Xxx. Nothing in this section is intended to limit or deny the ability of any Lender to receive ordinary compensation for services rendered to or for the benefit of the Company or Xxxx Xxx.
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Certain Waiver. EXCEPT AS SET FORTH IN THE DEFINITION OF “DAMAGES”, EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, IRREVOCABLY WAIVES ANY RIGHTS THAT IT MAY HAVE TO PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, LOST PROFITS, DIMINUTION IN VALUE OR SIMILAR DAMAGES BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS OR ACTIONS OF ANY OF THEM RELATING THERETO.
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Certain Waiver. (a) Effective upon the Closing, each member of Seller Group, on its behalf and on behalf of its Affiliates (collectively, the "Releasing Parties") hereby irrevocably waives, releases and discharges, absolutely and forever each Alias Company and each of its Subsidiaries, and its and their officers, directors and employees (other than any person who shall remain an employee of Seller Group on the Closing Date) (collectively, the "Released Parties"), from any and all Liabilities, other than those arising out of fraud or intentional misrepresentation, to Seller Group or the other Releasing Parties of any kind and nature whatsoever, whether in its or his capacity as an officer or director of any Alias Company or otherwise (including in respect of any rights of contribution or indemnification, other than compensation as an employee of the Business) in respect of facts, events, circumstances or conditions occurring or arising prior to the Closing, in each case whether absolute or contingent, liquidated or unliquidated, and whether arising under any agreement or understanding or otherwise at law or equity, whether in administrative proceedings or in arbitration and whether known or unknown, suspected or unsuspected, material or immaterial, absolute or contingent, direct or indirect or nominally or beneficially claimed or possessed and each of the Releasing Parties shall not seek to recover and hereby covenants, and any member of Seller Group shall cause each of the Releasing Parties to covenant, not to seek to recover any amounts in connection therewith or thereunder from the Released Parties. Effective upon the Closing, in no event shall the Released Parties have any liability, in the absence of fraud or intentional misrepresentation, to any of the Releasing Parties whatsoever for any breaches of the representations, warranties, agreements or covenants of any member of Seller Group, and, in the absence of fraud or intentional misrepresentation, none of the Releasing Parties shall in any event seek contribution from the Released Parties for any breaches of Seller Group's obligation to Buyer.
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Certain Waiver. The Bank Parties hereby grant a limited one-time waiver, as specifically set forth herein, of Borrower's requirement to comply with the hedging covenant set forth in Section 5.35, as added to the Credit Agreement by the First Amendment thereto, as amended by the Second Amendment thereto, the Third Amendment and the Fourth Amendment thereto. The waiver set forth above shall be effective only until the earlier of: (i) the date on which the Administrative Agent, on behalf of the Required Banks, provides Borrower written notice that the covenant set forth in Section 5.35 is to be reinstated and (ii) the last Business Day of any period of ten (10) consecutive Business Days during which the 6-month NYMEX strip price for light, sweet crude oil has averaged less than or equal to $30.00 per barrel (the "Hedge Reinstatement Date"). Within five (5) days after the Hedge Reinstatement Date, Borrower shall enter into Hedge Agreements to satisfy the covenants set forth in Section 5.35. Borrower hereby acknowledges and agrees that the requirement to enter into such Hedge Agreements as provided herein is an affirmative covenant under Section 5.35, and the breach of such covenant shall entitle the Bank Parties to all rights and remedies under the Credit Agreement and the applicable Loan Documents. This limited one-time waiver is not intended to establish any course of dealing between the Bank Parties and Borrower, or to indicate any intention or agreement to grant future waivers of any non-compliance by Borrower with any of the terms of the Credit Agreement. Any future waivers must be in writing and signed by the Bank Parties, and any alleged waiver that is not in writing and signed by the Bank Parties shall be subject to the provisions of Section 9.07 of the Credit Agreement.
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Certain Waiver. The Maker hereby waives diligence, demand, presentment -------------- for payment, protest, dishonor, nonpayment, default, and notice of any and all of the foregoing.
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Certain Waiver. Lender hereby grants a waiver of Borrower’s compliance with (i) the Loan to Value Ratio, as provided in Section 7.2(r)(ii) of the Credit Agreement for the period beginning on March 31, 2009 and ending on the Maturity Date, (ii) the Projected Net Revenue 48 month test set forth in Section 10.1(b) of the Credit Agreement, for the period beginning on March 31, 2009 and ending on the Maturity Date and (iii) Section 5.1(d) of the Credit Agreement but only in regard to Borrower’s notice to Lender of the February - June 2009 Xxxxxx Matters (as defined on Schedule 4.1(h) attached hereto); provided, however, such limited waiver does not indicate an intent to establish any course of dealing between Lender and Borrower with regard to future consents or waivers that may be requested and such waiver should not be construed as an indication that Lender would be willing to agree to any further or future agreements, waivers, consents or any modifications to any of the terms of the Credit Agreement or other Loan Documents.
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Certain Waiver 
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Related to Certain Waiver

  • Certain Waivers Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.

  • CHANGES IN OBLIGATIONS, CERTAIN WAIVERS (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8), in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, (ii) any change in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the Obligations.

  • Non-Waiver Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach.

  • JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW 11.1 Governing Law; Choice of Forum; Service of Process;

  • Effect of First Amendment The Agreement will remain in full force and effect except as specifically modified by this First Amendment. In the event of any conflict between the First Amendment and the Agreement, the terms of this First Amendment will govern.

  • Revocation and Effect of Consents, Waivers and Actions Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder's Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Securityholder.

  • Amendment or Assignment of Agreement Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.

  • Non-Waiver of Rights The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.

  • Xx Waiver Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 11 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 11 at law, in equity, by statute or otherwise.

  • Certain Consents To the extent that Seller's rights under any ---------------- agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable good faith efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Seller hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or prior to the Closing Date.

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