Waiver and Exemption Sample Clauses

Waiver and Exemption. Such Purchaser does not object to any waiver or exemption being granted to the Relevant Parties in connection with the Court Approval.
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Waiver and Exemption. Each Transferor hereby acknowledges and agrees that, on the Closing Date of the Transaction, the Transferor waives any claim, demand or assertion (if any) against the Target Company, and the Target Company does not have any outstanding obligation or liability to such Transferor.
Sample 1
Waiver and Exemption. The Transferor hereby acknowledges and agrees that it (acting on its own behalf and on behalf of its Affiliates) will waive any claims and Actions against all Group Companies that have accrued as of the Closing or based on the facts prior to the Closing, if the Closing takes place. Article 9Breach of Contract and Indemnification
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Waiver and Exemption. The Transferor hereby acknowledges and agrees that it (acting on its own behalf and on behalf of its Affiliates) will waive any of its claims and Actions as shareholder of the Target Company against all Group Companies that have accrued as of the Closing or based on the facts prior to the Closing, if the Closing takes place. For the avoidance of doubt, this Article shall not apply to the claims and Actions of the Transferor against the Group Companies arising from the business cooperation in the purchase and sale of products between the Transferor and the Group Companies. Article 9Breach of Contract and Indemnification
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Waiver and Exemption. Each of the Transferor and the Founder hereby acknowledges and agrees that it (acting on its own behalf and on behalf of its Affiliates) will waive any claims and Actions against all Group Companies that have accrued as of the Closing or based on the facts prior to the Closing, if the Closing takes place.
Sample 1
Waiver and Exemption. Except otherwise expressly provided for in this Agreement, if either Party does not, fails or delays to exercise any rights, powers or remedies under this Agreement or any Transaction Documents, such Party shall not be deemed to have waived such rights, powers or remedies, nor shall such Party be impeded to subsequently exercise such rights, powers or remedies. Unilateral or partial exercise of such rights, powers and remedies shall not impede further exercise thereof.
Sample 1
Waiver and Exemption. Any constitutional or statutory exemption of the Lessee or any assignee or sublessee, of any property usually kept on the leased premises, from distress or forced sale is waived.
Sample 1
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Related to Waiver and Exemption

  • Securities Law Exemption Assuming the truth and accuracy of each Investor’s representations set forth in this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

  • Section 16(b) Exemption The Company shall take all actions reasonably necessary to cause the transactions contemplated by this Agreement and any other dispositions of equity securities of the Company (including derivative securities) in connection with the transactions contemplated by this Agreement by each individual who is a director or executive officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

  • Securities Act Exemption Neither the Holder nor anyone acting on behalf of the Holder has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. The Holder understands that the Exchange contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Holder understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for the exemption under Section 3(a)(9) of the Securities Act as well as qualifying for exemptions under applicable state securities laws.

  • Securities Law Exemptions Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 1(b) (including Annex C hereto) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act.

  • Regulation S Exemption The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

  • Securities Exemptions The offer and sale of the Purchased Securities to the Purchasers pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act and the registration and/or qualification requirements of all applicable state securities laws.

  • FINRA Exemption To enable Xxxxx to rely on Rule 5110(b)(7)(C)(i) of FINRA, the Company represents that the Company (i) has a non-affiliate, public common equity float of at least $150 million or a non-affiliate, public common equity float of at least $100 million and annual trading volume of at least three million shares and (ii) has been subject to the Exchange Act reporting requirements for a period of at least 36 months.

  • Reliance on Exemptions The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

  • Offering Exemption Assuming the truth and accuracy of the representations and warranties contained in Section 7, this issuance and delivery to the Holder of this Note is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and will be registered or qualified (or exempt from registration or qualification) under applicable state securities and “blue sky” laws, as currently in effect.

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