WAIVERS AND CONSENT Sample Clauses

WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment, demand, notice of acceleration, notice of intent to accelerate and notice of dishonor.

WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment, demand, notice of acceleration, notice of intent to accelerate and notice of dishonor, and any and all notices related to this Guaranty or to any of the Debts, including, but not limited to notice of your acceptance of this Guaranty, the present existence or future incurring of any debt or any terms or amounts of the Debts or any change in the Debts, or notice of obtaining or releasing of any guaranty, surety agreement, pledge assignment or other security for any Debt.

WAIVERS AND CONSENT. No waiver of any provision hereof shall be deemed a waiver of any other provision hereof, or of any subsequent breach of the same or any other provision. Consent to or approval by either party of any action shall not be deemed to render unnecessary the obtaining of such party's consent to or approval of any subsequent acts.

WAIVERS AND CONSENT. (a) Subject to and upon the terms and conditions hereof, (i) the Lender hereby (A) consents to the issuance of the Preferred Stock and to the amendments set forth in Section 3 below and (B) waives its rights to require the Company to redeem all or any portion of the Note pursuant to Section 5(b) of the Note and (ii) the Prencen Entities waive any rights that may be triggered by the New Financing pursuant to Sections 4(k) or 4(l) of the Securities Purchase Agreement, but in the case of each of clauses (i)(A), (i)(B) and (ii) of this Section 2(a), solely to the extent such rights are triggered by the issuance of the Preferred Stock or any shares issuable upon conversion thereof. Each Prencen Entity hereby acknowledges and agrees that none of the New Financing or any conversion of the Preferred Stock by the Prencen Entities into Common Stock that is then held by the Prencen Entities or their Affiliates shall be deemed to constitute (1) a “Fundamental Transaction” (as such term is defined in the Note, the First Series A Warrant, the Second Series A Warrant and the Series B Warrant) under any of the Prencen Finance Documents or (2) a “Change of Control” (as such term is defined in the Note) under any of the Prencen Finance Documents. Each Prencen Entity hereby waives any and all notices relating to the New Financing that it may be entitled to under any Prencen Finance Document. (b) Subject to the terms hereof, each of the Prencen Entities hereby waives

WAIVERS AND CONSENT. Borrower, to the extent permitted by law, consents to certain actions Lender may take, and generally waives defenses that may be available based on these actions or based on the status of a party to the Loan. Lender may renew or extend payments on the loan. Lender may release any borrower, endorser, guarantor, surety, or any other co-signer. Lender may release any borrower, endorser, guarantor, surety or any other co-signer. Lender may release, substitute, or impair any Property securing the Loan. ▇▇▇▇▇▇’s course of dealing, or ▇▇▇▇▇▇’s forbearance from, or delay in, the exercise of any of Lender’s rights, remedies, privileges, or right to insist upon ▇▇▇▇▇▇▇▇’s strict performance of any provisions contained in the Loan Documents, will not be construed as a waiver by ▇▇▇▇▇▇, unless the waiver is in writing and signed by ▇▇▇▇▇▇. Lender may participate or syndicate the Loan and share any information that ▇▇▇▇▇▇ decides is necessary about Borrower and the Loan with the other participants.

WAIVERS AND CONSENT. (a) Effective as of the Effective Time (as defined in Section 3 of this Amendment), the undersigned Lenders hereby consent to the sale (the "Sale") by Merisel, Inc. and Merisel Americas of certain of their direct and indirect wholly-owned Subsidiaries described on Schedule I hereto to CHS Electronics, Inc. (the "Buyer") pursuant to the Purchase Agree ment, dated as of August 29, 1996 (the "Purchase Agreement"), as amended, by and among the Buyer, Merisel, Inc. and Merisel Americas. The undersigned Lenders also waive compliance by the Borrowers with the provisions of Sections 9.10 (which incorporates Section 6.14 from the Senior Note Purchase Agreement) and 9.17 of the Existing Agreement (the "Waiver") commencing as of the Effective Time solely to the extent that such Sections would otherwise require a repayment of the Debt out standing under the Revolving Credit Agreement and the Senior Note Purchase Agreement. (a) Effective as of the Effective Time, the Noteholders hereby waive the provisions of (i) Section 9.10 of the Existing Agreement to the extent necessary to permit the amendment and waivers of the Revolving Credit Agreement, Senior Notes and Senior Note Purchase Agreement contemplated by clauses (ii) and (iii) of Section 3 hereof and hereby agree to the extent that any covenants or other provisions of the Senior Note Agreement are incorporated by reference into Section 9.10 of the Existing Agreement, the Noteholders hereby consent to such amendments and waivers to such incorporated covenants and other provisions and (ii) with respect to facts, events or circumstances occurring at or before the Effective Time, Section 9.10 of the Existing Agreement with respect to Sections 6.6, 6.17, 6.25, 6.28, 6.31, 6.32 and 6.37 of the Senior Note Agreement as incorporated by reference in said Section 9.10.

WAIVERS AND CONSENT. Notwithstanding Section 4.14 of the Securities Purchase Agreement entered into between the Parties on or about February 20, 2007 (the “Securities Purchase Agreement”) The Secured Lenders hereby consent to the Borrower’s entering into the April 2008 Financing Documents and completing the April 2008 Financing and waive the prohibition contained in said Section 4.14 of the Securities Purchase Agreement. The Secured Lenders hereby waive their rights to participate in the April 2008 Financing pursuant to Section 4.13 of the Securities Purchase Agreement.

WAIVERS AND CONSENT. The Collateral Agent hereby consents to Lombard Cayman Guarantor entering into the Merger Agreement and consummating the Merger on the date hereof, strictly in accordance with the terms of the Merger Agreement and, to the extent that any waivers under the Guarantee are required for Lombard Cayman Guarantor to enter into the Merger Agreement and consummate the Merger, the Collateral Agent hereby provide such waivers.

WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment and demand.