ADDITIONAL WAIVER. LICENSEE AGREES THAT: (i) THE LICENSED PATENTS ARE LICENSED “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST MEDIMMUNE FOR MISREPRESENTATION OR FOR BREACH OF PROMISE, GUARANTEE OR WARRANTY OF ANY KIND RELATING TO THE LICENSED PATENTS; (ii) LICENSEE AGREES THAT MEDIMMUNE WILL HAVE NO LIABILITY TO LICENSEE FOR ANY ACT OR OMISSION IN THE PREPARATION, FILING, PROSECUTION, MAINTENANCE, ENFORCEMENT, DEFENCE OR OTHER HANDLING OF THE LICENSED PATENTS; AND (iii) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE LICENSED PATENTS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCTS AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATION.
ADDITIONAL WAIVER. LICENSEE AGREES THAT (A) IT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE LICENSED PATENTS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY THAT RESULTS FROM SUCH DETERMINATION BY LICENSEE, AND (B) THE TRANSFERRED MATERIALS ARE SOLD “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI FOR CLAIM AS TO THE QUALITY OF FITNESS FOR A PARTICULAR PURPOSE OF THE TRANSFERRED MATERIALS; (B) LICENSEE AGREES THAT SANOFI SHALL HAVE NO LIABILITY TO LICENSEE FOR THE USE OF THE TRANSFERRED MATERIALS; (C) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE TRANSFERRED MATERIALS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATION; AND (D) SANOFI MAKES NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS OF ANY OTHER DATA. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE JOINT DATA CONTROLLER AGREEMENT THAT THE PARTIES ENTER INTO IN ACCORDANCE WITH SECTION 2.15 (JOINT DATA CONTROLLER AGREEMENT), ALL OTHER DATA ARE TRANSFERRED “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI AS TO THE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE OTHER DATA; (E) LICENSEE AGREES THAT SANOFI SHALL HAVE NO LIABILITY TO LICENSEE FOR THE USE BY LICENSEE OR ITS AFFILIATES OR SUBLICENSEES OF THE OTHER DATA; (F) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE OTHER DATA HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATION. ARTICLE 11
ADDITIONAL WAIVER. No delay on the part of any Beneficiary in exercising any of its rights (including those hereunder) and no partial or single exercise thereof and no action or non-action by any Beneficiary, with or without notice to Completion Guarantor or anyone else, shall constitute a waiver of any rights or shall affect or impair this Guarantee.
ADDITIONAL WAIVER. Each Guarantor waives all rights and defenses that such Guarantor may have because the Borrower’s debt is secured by real property. This means, among other things: (i) the Administrative Agent or the Lenders may collect from any Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower and (ii) if the Administrative Agent or the Lenders foreclose on any real property collateral pledged by the Borrower, (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) the Administrative Agent or the Lenders may collect from the Guarantors even if the Administrative Agent or the Lenders, by foreclosing on the real property collateral, has destroyed any right any Guarantor may have to collect from the Borrower. THIS IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES ANY GUARANTOR MAY HAVE BECAUSE THE BORROWER’S DEBT IS SECURED BY REAL PROPERTY. THESE RIGHTS AND DEFENSES INCLUDE, BUT ARE NOT LIMITED TO, ANY RIGHTS AND DEFENSES BASED UPON SECTIONS 580a, 580b, 580d, OR 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or the Lenders, even though that election of remedies, such as a non-judicial foreclosure with respect to security for an Obligation guaranteed by any Guarantor, has destroyed any Guarantor’s rights of subrogation and reimbursement against the principal by operation of Section 580d of the California Code of Civil Procedure or otherwise. Schedule 1 DESCRIPTION OF PLEDGED SECURITIES Pledged Stock: Issuer Class of Stock Stock Certificate No. No. of Shares Pledged Notes: Issuer Payee Principal Amount Schedule 2 FILINGS AND OTHER ACTIONS REQUIRED TO PERFECT SECURITY INTERESTS Uniform Commercial Code Filings [List each office where a is financing statement to be filed] Patent and Trademark Filings [List all filings] Actions with respect to Pledged Stock Other Actions [Describe other actions to be taken] Schedule 3 JURISDICTION OF ORGANIZATION AND IDENTIFICATION NUMBER Grantor Jurisdiction of Organization Identification Number Schedule 4 LOCATIONS OF INVENTORY AND EQUIPMENT Grantor Locations Schedule 5 RECEIVABLES Schedule 6 INTELLECTUAL PROPERTY
ADDITIONAL WAIVER. Section 49 is hereby amended by adding the following paragraph at the end of such section: IN ADDITION, XXXXXXXXX XXXXXX WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS MORTGAGE, THE DEBT, THE OBLIGATIONS, THE PURCHASE AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY MORTGAGOR OR MORTGAGEE OR WHICH IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP BETWEEN MORTGAGOR AND MORTGAGEE. THIS WAIVER OF A RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY XXXXXXXXX AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. MORTGAGEE IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY XXXXXXXXX.
ADDITIONAL WAIVER. Notwithstanding anything to the contrary contained herein, Taberna hereby waives (i) any default or Event of Default under the Original Indenture and all of its consequences if and to the extent such default or Event of Default is deemed to have occurred on or prior to the date of the execution of this Agreement by reason of the Company failing to pay to the Holders of Securities the principal of and any premium and interest (including any Additional Interest) on the Securities as and when the same became due and payable in accordance with their terms and with respect to the issuance of Officers’ Certificates under Section 10.3 of the Original Indenture covering any period prior to the date of the execution of this Agreement, and (ii) the requirement of the Trustee to give the Holders notice of any such defaults pursuant to Section 6.3 of the Original Indenture and directs the Trustee to disregard any such requirement in connection with the same such defaults.
ADDITIONAL WAIVER. It is the intention of Executive in executing this instrument that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, Executive expressly consents that this Separation Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. Executive acknowledges that he may hereafter discover claims or facts in addition to or different from those which Executive now knows or believes to exist with respect to the subject matter of this Separation Agreement and which, if known or suspected at the time of executing this Separation Agreement, may have materially affected this settlement. Nevertheless, Executive hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts.
ADDITIONAL WAIVER. You further waive your right to any monetary recovery should any federal, state or local administrative agency pursue any claims on your behalf arising out of or related to your employment with and/or separation from employment with the Company and/or any of the other Releasees.
ADDITIONAL WAIVER. Subject to the conditions set forth on Schedule A to this Agreement, Noteholder hereby grants the Company a waiver of breaches under Sections 11(c) and 13 of the Amended Note and breaches under the Security Agreement (the “Additional Transaction Defaults”) for the limited purpose of permitting the Company to consummate a potential sale of the assets set forth Schedule A (the “Additional Transaction Waiver”). The Additional Transaction Waiver shall not be effective unless and until each of the conditions on Schedule A have been fulfilled. The Additional Transaction Waiver is not a continuing waiver of Sections 11(c) and 13 of the Amended Note or any other provisions of the Amended Note, or any provisions of the Security Agreement, and shall apply solely in respect of a sale of the assets set forth on Schedule A which is undertaken in manner consistent with the conditions set forth on Schedule A. The Company represents, warrants, acknowledges and agrees that the Additional Transaction Waiver shall be required in order for the Company to consummate the disposal of the assets set forth on Schedule A.
ADDITIONAL WAIVER. The Lenders hereby waive each covenant, requirement or agreement under the Loan Documents for the Parent or the US Borrower to provide, in the event of any change in generally accepted accounting principles used in the preparation of its financial statements for any period ending on or prior to December 31, 2007 from those previously used, a reconciliation of such financial statements to GAAP; provided that, in the event a reconciliation from past practices to generally accepted accounting principles in the preparation of such financial statements is available, the Parent or the US Borrower, as appropriate, shall also provide such reconciliation.
