Waivers and Releases. Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any of the Credit Parties in respect of this Agreement, the Notes or any other Loan Document. Each of the Guarantors hereby releases each of the Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. ss. 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are or would be entitled by virtue of their obligations hereunder, any payment made pursuant hereto or the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent not released by such Guarantors under this Article 3, each of the Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement and the Notes, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees th...
Waivers and Releases. 7.1 The rights and remedies of each party to this Agreement are, except where expressly stated to the contrary, without prejudice to any other rights and remedies available to it. No neglect, delay or indulgence by any party in enforcing any provision of this Agreement shall be construed as a waiver and no single or partial exercise of any right or remedy of any party under this Agreement shall affect or restrict the further exercise or enforcement of any such right or remedy.
Waivers and Releases. To the extent the above provisions do not cover a contingency, the undersigned hereby expressly agrees to waive and release the Xxxxxxxxx Xxxxxxx and Artisans Market and its assignees from any and all claims, obligations, direct or indirect, known or unknown, that the undersigned may have against the Xxxxxxxxx Xxxxxxx and Artisans Market or its assignees. The undersigned hereby acknowledges the relinquishment of any and all past, present and future rights, potential or real, as they may lie against the Xxxxxxxxx Xxxxxxx and Artisans Market. Signature: Date:
Waivers and Releases. MailKey and its Subsidiaries shall not waive, release, grant or transfer any rights of material value or modify or change in any material respect any Material Agreement other than in the ordinary course of business and consistent with past practice.
Waivers and Releases. School will implement a system for each participant’s parent or legal guardian to execute a waiver and release that releases HUF LLC, and its officers, directors, employees, and parent companies, for damages that result from participating in School’s football program. School may use existing waiver and add HUF LLC as a released party or may use a parent information and release form provided by HUF LLC.
Waivers and Releases a. Guarantor waives marshaling of assets and liabilities, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party.
Waivers and Releases. Contractor shall submit conditional waivers and releases upon progress payment from Contractor and each subcontractor of any tier and supplier to be paid from current progress payment along with an unconditional waiver and release upon progress payment from Contractor and each subcontractor of any tier that received payment from the previous progress payment. Contractor shall certify as follows: “Contractor warrants title to all Work performed and materials purchased as of the date of the payment application; and Contractor warrants that all Work performed and materials purchased as of the date of the payment application are free and clear of liens, claims, security interests, or encumbrances in favor of any persons or entities making a claim by reason of having provided labor, materials, or equipment relating to the Work, except those of which District has been informed.” False Claims. Contractor is subject to the False Claims Act set forth under ORS Chapter 180 for information provided with any Application for Payment.
Waivers and Releases. (a) In further consideration for the execution of the Side Agreement and the consummation of the transactions contemplated thereby, effective on the Effective Date (as defined below) each of EFAX and JFAX, on behalf of itself and its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "ISSUER RELEASING PERSONS"), hereby waives and releases, to the fullest extent permitted by law, any and all claims, rights and causes of action, whether known or unknown (collectively, the "ISSUER CLAIMS"), that any of the Issuer Releasing Persons had or currently has against (i) the Holders, (ii) any of the Holders' respective current or former parents, shareholders, affiliates, subsidiaries, predecessors or assigns, or (iii) any of the Holders' or such other persons' or entities' current or former officers, directors, employees, agents, principals, investors, signatories, advisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "HOLDER RELEASED PERSONS"), arising out of or relating to the Series D Exchange Agreement, the Series A Purchase Agreement (as defined in the Series D Exchange Agreement), the Series A Certificate of Designations (as defined in the Series D Exchange Agreement), the Registration Rights Agreement (as defined in the Series A Purchase Agreement), the Warrants (as defined in the Series A Purchase Agreement), the Series B Exchange Agreement (as defined in the Series D Exchange Agreement), the Series D Certificate of Designations or the Series B Certificate of Designations (as defined in the Series D Exchange Agreement) (collectively, the "TRANSACTION DOCUMENTS") or arising out of or relating to matters leading up to the consummation of the Merger (other than arising out of or relating to the Side Agreement).
Waivers and Releases. Organization requires each participant’s parent or legal guardian to execute a legally valid waiver and release that names HUF LLC as a released party for any injuries or damages that result from participating in Organization’s football program. HUF LLC will provide a model waiver form on request, but such model waiver should be reviewed by an attorney licensed in the state(s) in which Organization operates. Organization represents and warrants that it has a system in place for procuring waivers of liability and understands that HUF LLC is relying on Organization’s obtaining the waivers.
Waivers and Releases. Seagate shall use its best efforts to obtain and to deliver to Veritas, as soon as practicable after the date hereof and in any event at least 15 days prior to the Effective Time, (i) with respect to each individual who will be a holder of Rolled Options, a waiver and release of claims in favor of Veritas and Seagate in form and in substance reasonably satisfactory to Veritas (a "PROPER WAIVER"), with respect to the cancellation of Rolled Options held by such individual described in Section 1.5(c) hereof, and (ii) with respect to each individual who is a party to any employment, severance or change in control or similar agreement, or who participates in any plan providing severance or change in control benefits, a Proper Waiver with respect to any claims which any such individual may have against Veritas and/or Seagate with respect to any such agreements or plans.
