Waivers, Consents and Approvals. No failure or delay of Agent in exercising any power or right hereunder or to demand payment for any sums due pursuant to this Loan Agreement or any other Loan Document, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any 62383226 108 other right or power. The rights and remedies of Agent hereunder, under the other Loan Documents are cumulative and not exclusive of any rights or remedies which it would otherwise have. No waiver of any provision of this Loan Agreement, any of the other Loan Documents or consent to any departure by a Borrower Party or any other Person therefrom shall in any event be effective unless signed in writing by Agent, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Consents, approvals and waivers granted by Agent for any matters covered under this Loan Agreement or any Loan Document shall not be effective unless signed in writing by Agent, and such consents, approvals and waivers shall be narrowly construed to cover only the parties and facts identified in any such consent, approval or waiver. No notice or demand on a Borrower Party or any other Person in any case shall entitle any Borrower Party or such Person to any other or further notice or demand in similar or other circumstances. Unless expressly provided to the contrary, any consents, approvals, waivers or determinations of Agent or Lenders pursuant to this Loan Agreement or any other Loan Documents shall be granted or withheld in Agent’s or Lenders’ sole and absolute discretion, as the case may be.
Waivers, Consents and Approvals. Notwithstanding any other provision of this Agreement, the Company will use its best efforts, with the full cooperation of the Parent and the Acquirer, to obtain the consents or approvals of third parties required under any Material Contracts and from any Governmental Entity which are listed on Schedule 5.8 hereof. Nothing in this Agreement will constitute a transfer or an attempted transfer of any Material Contracts or Governmental Entity consents, approvals, waivers, or other authorizations which are listed on Schedule 5.8 hereof which by its terms or under Law requires the consent or approval of a third party (including, without limitation, a Governmental Entity) unless such consent or approval shall have been obtained.
Waivers, Consents and Approvals. Herald Media and the Seller shall use commercially reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed and fulfilled hereunder and to obtain or make, or cause to be obtained or made, prior to the Closing Date all waivers, consents, approvals, filings and notices necessary to transfer and assign the Purchased Assets to the Buyer in accordance with this Agreement.
Waivers, Consents and Approvals. The Buyer shall use its commercially reasonable efforts to obtain or make or cause to be obtained or made, prior to the Closing Date, all waivers, consents, approvals, notices and filings necessary to the performance of its obligations under this Agreement.
Waivers, Consents and Approvals. Notwithstanding the provisions of the Agreement as amended to date, each of the parties hereto, including the Borrowers, MCFC and each of the undersigned Banks, by its signature on this Amendment hereby:
Waivers, Consents and Approvals. The transactions of a -------------------------------- meeting of Members however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and each of the absent Members who is entitled to vote, either before or after the meeting, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. A Member's attendance at a meeting shall constitute a waiver of notice of and presence at the meeting, unless the Member objects at the beginning of the meeting. However, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice but not included, if an objection is made at the meeting.
Waivers, Consents and Approvals. The covenants of Schedule 5 of the Common Terms Agreement (or the covenants of any amended, supplemented, refinanced or replacement Senior Finance Documents) shall apply mutatis mutandis to BNU where the context permits such construction, and to the extent the context does not permit such construction, such provisions shall apply as closely as possible under the circumstances. Any and all waivers, including of a Default or of an Event of Default, consents or approvals made or given, or deemed given, by the holders of the Senior Debt (or any agent or adviser acting on their behalf) under the Facility Agreements shall apply to BNU with the same effect as if the waiver had been given by BNU.
Waivers, Consents and Approvals. Such Seller shall use commercially reasonable efforts to perform and fulfill all conditions and obligations on his or its part to be performed and fulfilled hereunder and to obtain or make, or cause to be obtained or made, prior to the date of the Closing all waivers, consents, approvals and filings necessary to the performance of his or its obligations under this Agreement, and to obtain or cause to be obtained such other authorizations, waivers, consents, permits, licenses, approvals, qualifications and orders of governmental authorities and parties to contact as may be necessary to transfer to the Buyer and/or to retain in full force and effect subsequent to the date of the Closing, all licenses, permits and franchises applicable to the business of Marcliff and its Subsidiaries.
Waivers, Consents and Approvals. The Buyer shall use commercially reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed and fulfilled hereunder and to obtain or make, or cause to be obtained or made, prior to the date of the Closing all waivers, consents, approvals and filings necessary to the performance of its obligations under this Agreement.
Waivers, Consents and Approvals. Seller shall have obtained all waivers, consents and approvals from any of Seller's lenders or creditors whose waiver, consent or approval is deemed necessary or desirable by Seller in Seller's sole discretion to the consummation of the transactions under this Agreement. To the extent required under the Franchise Agreements, Denny's, Inc. and/or DFO, Inc., as the case may be, shall have approved the transactions contemplated hereby, including the transfer of the Franchise Agreements to Buyer, and shall have waived their rights of first refusal under the Franchise Agreements. Seller and Buyer shall use their respective best efforts to obtain such approvals and waivers of the rights of first refusal from Xxxxx'x, Inc. and/or DFO, Inc., as the case may be. To the extent required by Section 8.3 hereof, Seller shall have obtained such landlord consents as may be required in connection with the Lease Assignments, provided, however, that Buyer has cooperated with Seller in obtaining such consents. Seller shall have obtained the consents of any owners of any of the Purchased Assets that are leased to Seller to the assignment of such leases to Buyer and the release of Seller from any liabilities or obligations thereunder except the liabilities Seller has agreed to pay as provided in this Agreement. Buyer shall cooperate in obtaining any such consents.
