WRITTEN APPROVALS AND WAIVERS Sample Clauses

WRITTEN APPROVALS AND WAIVERS. A. TFRY shall not be deemed to have waived or impaired any right, power or option reserved by this Agreement (including, without limitation, its right to demand Distributor's exact compliance with every term, condition, and covenant herein, or to declare any breach thereof a default and to terminate this license prior to the expiration of its term), by virtue of any custom or practice of the parties at variance with the terms hereof, any failure by TFRY to demand strict compliance with this Agreement, any forbearance, delay, failure or omission by TFRY to exercise any right, power or option, whether of the same, similar or different nature, against Distributor or other Distributorships, or the acceptance by TFRY of any payments due from Distributor after any breach of this Agreement.
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WRITTEN APPROVALS AND WAIVERS. A. Adelaide shall not be deemed to have waived or impaired any right, power or option reserved by this Agreement (including, without limitation, its right to demand Distributor's exact compliance with every term, condition, and covenant herein, or to declare any breach thereof a default and to terminate this license prior to the expiration of its term), by virtue of any custom or practice of the parties at variance with the terms hereof, any failure by Adelaide to demand strict compliance with this Agreement, any forbearance, delay, failure or omission by Adelaide to exercise any right, power or option, whether of the same, similar or different nature, against Distributor or other Distributorships, or the acceptance by Adelaide of any payments due from Distributor after any breach of this Agreement. AS WITNESS the hands and seals of the duly authorized representatives of the parties hereto as of the day and year first above written. ADELAIDE ROBOTIC TECHNOLOGIES, INC.: /s/ Xxxx X. Xxxx /s/ Illigible ----------------------------------- ---------------------------- Witness DISTRIBUTOR: /s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxxx X. Wulfling ----------------------------------- ---------------------------- Witness SCHEDULE B TERRITORY: Pennsylvania PRICE: $750,000.00 TERMS:
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WRITTEN APPROVALS AND WAIVERS. A. Adelaide shall not be deemed to have waived or impaired any right, power or option reserved by this Agreement (including, without limitation, its right to demand Distributor's exact compliance with every term, condition, and covenant herein, or to declare any breach thereof a default and to terminate this license prior to the expiration of its term), by virtue of any custom or practice of the parties at variance with the terms hereof, any failure by Adelaide to demand strict compliance with this Agreement, any forbearance, delay, failure or omission by Adelaide to exercise any right, power or option, whether of the same, similar or different nature, against Distributor or other Distributorships, or the acceptance by Adelaide of any payments due from Distributor after any breach of this Agreement. AS WITNESS the hands and seals of the duly authorized representatives of the parties hereto as of the day and year first above written. ADELAIDE ROBOTIC TECHNOLOGIES, INC.: /s/ [illegible] /s/ [illegible] ----------------------------------- ---------------------------- Witness DISTRIBUTOR:
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WRITTEN APPROVALS AND WAIVERS. A. TFI shall not be deemed to have waived or impaired any right, power or option reserved by this Agreement (including, without limitation, its rights to demand Distributor's exact compliance with every term, condition, and convenant herein, or to declare any breach thereof a default and to terminate this license prior to the expiration of its term), by virtue of any custom or practice of the parties at variance with the terms hereof, any failure by TFI to demand strict compliance with this Agreement, any forbearance, delay, failure or omission by TFI to exercise any right, power or option, whether of the same, similar or different nature, against Distributor or other Distributorships, or the acceptance by TFI of any payments due from Distributor after any breach of this Agreement. AS WITNESS the hands and seals of the duly authorized representatives of the parties hereto as of the day and year first above written. TASTY FRIES, INC. /S/ /S/ ---------------------------- ---------------------- Authorized Signatory Witness CANADIAN TASTY FRIES, INC. /S/ /S/ ---------------------------- ---------------------- Authorized Signatory Witness SCHEDULE"A" TO THE DISTRIBUTORSHIP AGREEMENT BETWEEN: TASTY FRIES, INC. AND: CANADIAN TASTY FRIES, INC. DESCRIPTION OF TERRITORY ARTICLE 1. For the purposes of this Distributorship Agreement (the "Agreement") the territorial boundaries to which this Agreement applied are the internationally recognized boundaries of the countries listed herein (referred to in this Agreement as the "Territory"). Denmark Finland France Greece Hungary Italy Nonvay Portugal Spain Sweden SCHEDULE "B" TO THE DISTRIBUTORSHIP AGREEMENT BETWEEN: TASTY FRIES, INC. AND: CANADIAN TASTY FRIES, TNC. FEE PAYMENT SCHEDULE ARTICLE IX The purchase price for the grant of distributorship made in this Agreement is $4,000,00000 U.S. to be paid as follows:
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WRITTEN APPROVALS AND WAIVERS. A. TFI shall not be deemed to have waived or impaired any right, power or option reserved by this Agreement (including, without limitation, its rights to demand Distributor's exact compliance with every term, condition, and covenant herein, or to declare any breach thereof a default and to terminate this license prior to the expiration of its term), by virtue of any custom or practice of the parties at variance with the terms hereof, any failure by TFI to demand strict compliance with this Agreement, any forbearance, delay, failure or omission by TFI to exercise any right, power or option, whether of the same, similar or different nature, against Distributor or other, Distributorships, or the acceptance by TFI of any payments due from Distributor after any breach of this Agreement. AS WITNESS the hands and seals of the duly authorized representatives of the parties hereto as of the day and year first above written. TASTY FREES, INC. /s/ illegible -------------------------------- ----------------------------------- Authorized Signatory Witness CANADIAN TASTY FRIES, INC. /s/ illegible -------------------------------- ----------------------------------- Authorized Signatory Witness
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Related to WRITTEN APPROVALS AND WAIVERS

  • APPROVALS AND WAIVERS The Purchaser shall have obtained any and all approvals and waivers necessary for the consummation of the transactions contemplated hereby, each of which shall be in full force and effect as of the Closing.

  • Approvals, Consents and Waivers Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

  • Approvals and Consents All Governmental Actions of all Governmental Authorities required with respect to the transactions contemplated by the Transaction Documents, the Note and the documents related thereto shall have been obtained or made.

  • Consents and Waivers No consent or waiver expressed or implied by either Party in respect of any breach or default by the other in the performance by such other of its obligations hereunder shall:

  • Approvals and Consent Except as may be expressly provided to the contrary in this Agreement or in the other Loan Documents (as applicable), in any instance under this Agreement of the other Loan Documents where the approval, consent or exercise of judgment of the Administrative Agent or any Lender is requested or required, (a) the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole discretion of the Administrative Agent or such Lender, respectively, and the Administrative Agent and such Lender shall not, for any reason or to any extent, be required to grant such approval or consent or to exercise such judgment in any particular manner, regardless of the reasonableness of the request or the action or judgment of the Administrative Agent or such Lender, and (b) no approval or consent of the Administrative Agent or any Lender shall in any event be effective unless the same shall be in writing and the same shall be effective only in the specific instance and for the specific purpose for which given.

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • Consents, Approvals and Filings, Etc Except as set forth on Schedule 6.10 hereof, no material authorization, consent, approval, license, qualification or formal exemption from, nor any filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental) is required in connection with (a) the execution, delivery and performance: (i) by any Credit Party of this Agreement and any of the other Loan Documents to which such Credit Party is a party or (ii) by the Credit Parties of the grant of Liens granted, conveyed or otherwise established (or to be granted, conveyed or otherwise established) by or under this Agreement or the other Loan Documents, as applicable, and (b) otherwise necessary to the operation of its business, except in each case for (x) such matters which have been previously obtained, and (y) such filings to be made concurrently herewith or promptly following the Effective Date as are required by the Collateral Documents to perfect Liens in favor of the Agent. All such material authorizations, consents, approvals, licenses, qualifications, exemptions, filings, declarations and registrations which have previously been obtained or made, as the case may be, are in full force and effect and, to the best knowledge of the Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise.

  • No Conflicts; Consents and Approvals The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.

  • Certain Approvals 19 Section 5.24

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