Satisfaction or Waiver Sample Clauses

Satisfaction or Waiver. If Seller and Buyer proceed with the Closing as specified in ARTICLE IX, all conditions of Closing shall be deemed to have been satisfied or waived and neither of the parties shall have any liability whatsoever to the other arising out of, resulting from, or attributable to any such condition of Closing, irrespective of whether such conditions of Closing were in fact satisfied or waived. Nothing contained in this Section 8.03 shall be a waiver or release of any breach of a representation or warranty contained in this Agreement.
Satisfaction or Waiver. Any determination made by the ---------------------- Board of Directors of Parent on behalf of such party hereto prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.8 shall be conclusive. -----------
Satisfaction or Waiver. 5.4 Each of the conditions set forth in this Part 5 may be waived in whole or in part by notice in writing from the Party in whose favour such condition was given to the other Party.
Satisfaction or Waiver. If a condition set out in Section 14.1 or Section 14.2 has not been satisfied or waived in writing by the applicable Party by the Condition Date or another date agreed by the Parties acting reasonably, this Agreement will be null and void and thereafter neither Party will have any further obligation to the other Party with respect to the subject matter of this Agreement.
Satisfaction or Waiver. 4.2.1 The Sellers shall satisfy or procure the satisfaction of the Conditions Precedent set out in paragraphs 1, 2 and 3 of Part A of Schedule 2 (Conditions Precedent) as soon as possible, and shall notify the Purchaser in writing immediately upon satisfaction of such Conditions Precedent. For the avoidance of doubt, the Sellers shall be deemed to have satisfied the Condition Precedent set out in paragraph 2.2(xi) of Part A of Schedule 2 (Conditions Precedent) if the Sellers have used best efforts to satisfy such Condition Precedent. The Sellers shall use best efforts to satisfy or procure the satisfaction of paragraph 4 of Part A of Schedule 2 (Conditions Precedent) as soon as possible, and shall notify the Purchaser in writing as soon as possible upon any event constituting non-satisfaction of the Condition Precedent set forth in paragraph 4 of Part A of Schedule 2 (Conditions Precedent).
Satisfaction or Waiver. Wherever in this Agreement the terms "satisfaction" or "waiver" is used, it shall be deemed to mean "satisfaction (with respect to any covenant of a party to this Agreement, by the obligated party)" or "waiver (by the benefited party)."

Related to Satisfaction or Waiver

Modification or Waiver No amendment, modification, waiver, termination or cancellation of this Agreement shall be binding or effective for any purpose unless it is made in a writing signed by the party against whom enforcement of such amendment, modification, waiver, termination or cancellation is sought. No course of dealing between or among the parties to this Agreement shall be deemed to affect or to modify, amend or discharge any provision or term of this Agreement. No delay on the part of the Company or the Executive in the exercise of any of their respective rights or remedies shall operate as a waiver thereof, and no single or partial exercise by the Company or the Executive of any such right or remedy shall preclude other or further exercises thereof. A waiver of a right or remedy on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on any other occasion.
Termination or Waiver Terminate or waive any right of substantial value, other than in the ordinary course of business;
No Waiver by Lender Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.
Amendment, Modification or Waiver No provision of this Agreement may be amended, modified or waived except by an instrument in writing signed by the Assignor and the Assignee, and consented to by the Agent.
Amendment or Waiver No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by the Executive and an authorized officer of the Company. No waiver by either Party of any breach by the other Party of any condition or provision contained in this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by the Executive or an authorized officer of the Company, as the case may be.
MODIFICATION; NO WAIVER This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. No term or condition of this Agreement will be deemed to have been waived, nor will there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument by the party charged with such waiver or estoppel. No such written waiver will be deemed a continuing waiver unless specifically stated therein, and each such waiver will operate only as to the specific term or condition waived and will not constitute a waiver of such term or condition for the future or as to any other term or condition.
Representation or Warranty Any representation or warranty by the Company or any Subsidiary made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial or other statement by the Company, any Subsidiary, or any Responsible Officer, furnished at any time under this Agreement, or in or under any other Loan Document, is incorrect in any material respect on or as of the date made or deemed made; or
No Waiver; Severability Any failure by Trustee or Beneficiary to insist, or any election by Trustee or Beneficiary not to insist, upon strict performance by Grantor or others of any of the terms, provisions, or conditions of the Loan Documents shall not be deemed to be a waiver of same or of any other terms, provisions, or conditions thereof, and Trustee or Beneficiary shall have the right at any time or times thereafter to insist upon strict performance by Grantor or others of any and all of such terms, provisions, and conditions. The Loan Documents are intended to be performed in accordance with, and only to the extent permitted by, all applicable Legal Requirements. If any provision of any of the Loan Documents or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, then neither the remainder of the instrument in which such provision is contained nor the application of such provision to other persons or circumstances nor the other instruments referred to herein shall be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
Conditions to Each Party’s Obligation to Effect the Transactions The respective obligation of each party to proceed with the Closing is subject to the satisfaction or waiver by each of the parties to this Agreement (subject to applicable laws) on or prior to the Closing Date of all of the following conditions:
No Discharge or Diminishment of Loan Guaranty (a) Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the Payment in Full of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender, or any other Person, whether in connection herewith or in any unrelated transactions.