APPROVALS AND WAIVERS Clause Samples

APPROVALS AND WAIVERS. 19.01. Whenever this Agreement requires the prior approval of Franchisor, Franchisee shall make a timely written request to Franchisor therefor, and such approval or consent shall be in writing. 19.02. Franchisor makes no warranties or guarantees upon which Franchisee may rely, and assumes no liability or obligation to Franchisee or any third party to which Franchisor would not otherwise be subject, by providing any waiver, approval, advice, consent, or suggestions to Franchisee in connection with this Agreement, or by reason of any neglect, delay, or denial of any request therefor. 19.03. No failure of Franchisor to exercise any power reserved to it in this Agreement, or to insist upon compliance by Franchisee with any obligation or condition in this Agreement, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of Franchisor's right to demand exact compliance with the terms of this Agreement. Waiver by Franchisor of any particular default shall not affect or impair Franchisor's right in respect to any subsequent default of the same or of a different nature, nor shall any delay, forbearance, or omission of Franchisor to exercise any power or rights arising out of any breach or default by Franchisee of any of the terms, provisions, or covenants of this Agreement, affect or impair Franchisor's rights, nor shall such constitute a waiver by Franchisor of any rights, hereunder or right to declare any subsequent breach or default. Subsequent acceptance by Franchisor of any payments due to it shall not be deemed to be a waiver by Franchisor of any preceding breach by Franchisee of any terms, covenants, or conditions of this Agreement.

APPROVALS AND WAIVERS. The Company 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 AND WAIVERS. A. Approvals and consents by either party will not be effective unless evidenced by writing signed by such party. Either party’s consent, wherever required, may be withheld if any default by the other party exists under this Agreement. B. Except as otherwise provided in any written agreement executed by Franchisor and Franchisee, Franchisor makes no warranties or guarantees upon which Franchisee may rely. Franchisor assumes no liability or obligation to Franchisee by providing any waiver, approval, consent or suggestion to Franchisee in connection with this Agreement or by reason of any delay or denial of any request therefor. C. No failure of a party to exercise any power reserved to it by this Agreement, or to insist upon strict compliance by the other party with any obligation or condition hereunder, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of such party’s right thereafter to demand exact compliance with any of the terms herein. Waiver by a party of any particular default by the other party shall not affect or impair such party’s rights with respect to any subsequent default of the same, similar, or different nature; nor shall any delay, forbearance, or omission of a party to exercise any power or right arising out of any breach or default by the other party of any of the terms, provisions, or covenants hereof, affect or impair such party’s right to exercise the same.

APPROVALS AND WAIVERS. Certain provisions of this Code require you to act, or to refrain from acting, unless prior approval is received from the appropriate person. Employees requesting approval pursuant to this Code should request such approval in writing from the Compliance Officer. Approvals relating to Executive Officers and Directors must be obtained from the Company’s Board of Directors. All other approvals may be granted by the Compliance Officer, or such officer’s designee. Other provisions of this Code require you to act, or to refrain from acting, in a particular manner and do not permit exceptions based on obtaining an approval. Waiver of those provisions relating to Executive Officers, senior financial officers and Directors may only be granted by the Board of Directors.

APPROVALS AND WAIVERS. 21.1. Whenever this Agreement requires the prior approval or consent of Franchisor, Franchisee shall make a timely written request to Franchisor therefor, and such approval or consent must be obtained in writing. 21.2. Franchisor makes no warranties or guarantees upon which Franchisee may rely, and assumes no liability or obligation to Franchisee, by providing any waiver, approval, consent, or suggestion to Franchisee in connection with this Agreement, or by reason of any neglect, delay, or denial of any request therefor. 21.3. No delay, waiver, omission, or forbearance on the part of Franchisor to exercise any right, option, duty, or power arising out of any breach or default by Franchisee under any of the terms, provisions, covenants, or conditions hereof, shall constitute a waiver by Franchisor to enforce any such right, option, duty, or power as against Franchisee, or as to subsequent breach or default by Franchisee. Subsequent acceptance by Franchisor of any payments due to it hereunder shall not be deemed to be a waiver by Franchisor of any preceding breach by Franchisee of any terms, provisions, covenants, or conditions of this Agreement.

APPROVALS AND WAIVERS. 37 22. NOTICES...............................................................................................37 23.

APPROVALS AND WAIVERS. A. Whenever this Agreement requires the prior approval or consent of GNC or Rite Aid the party seeking consent shall make a timely written request therefor to the party whose consent is sought, and such approval or consent shall be obtained in writing. B. Neither party makes any warranties or guarantees upon which the other may rely and assumes no liability or obligation to the other by providing any waiver, approval or consent in connection with this Agreement. C. No delay, waiver, omission or forbearance on the part of either party to exercise any right, option, duty or power arising out of any breach or default, or by any of the terms, provisions or covenants hereof shall constitute a waiver of any such right, option or power against, or as to subsequent breach or default.

APPROVALS AND WAIVERS. (a) Each Party agrees to act in good will and good faith and to seek, and to do all things reasonably necessary to obtain all approvals, consents and other permissions necessary to achieve the transfer and conveyance of the Assigned Interest as specified in Section 2.1 and the vesting thereof in Purchaser on the Closing Date. (b) Following the Closing Date: (i) Purchaser shall forthwith after the applicable Closing Date deliver to ▇▇▇, the ▇▇▇ Assignment Request and the Deed of Assignment and Assumption Agreement for each of the E&P Contract; (ii) Seller shall, forthwith after it receives notice that ▇▇▇ has issued the ▇▇▇ Approval for the E&P Contract, notify Purchaser of issuance of the ▇▇▇ Approval and provide Purchaser a copy of same; (iii) each Party shall, forthwith upon receiving from ▇▇▇ the form of Contract Amendment, sign the said instrument and deliver to Seller for further handling, as specified in Section 3.5(b)(iv); (iv) Seller shall, forthwith after it receives the Contract Amendment (signed by both Parties) deliver said document to the ▇▇▇; (v) Seller shall, forthwith upon receiving the ANH’s counter-executed copy of the Contract Amendment, provide to Purchaser a copy of the said document; (vi) Seller shall within two (2) Business Days of the Execution Date send out the ROFR Notices in compliance with the requirements set out in the Put-8 JOA; and (vii) Seller shall, forthwith after it receives the elections in respect of either ROFR Notice or the expiry of the time period provided for in the applicable ROFR Notice, whichever occurs first, notify Purchaser of the election (c) Subject to any restrictions on disclosure contained in agreements with Third Parties or under applicable Laws, each of the Parties shall provide such documentation and information, which may be requested by ▇▇▇ in respect of the evaluation of the granting of the ▇▇▇ Approval. (d) In the event that the ▇▇▇ rejects the Assignment Request, refuses to grant the ▇▇▇ Approval or requests additional information in order to process the Assignment Request, Seller agrees to and shall be obliged to submit any and all information and take all legal actions including execution of agreements documents as may be required by Purchaser as many times as it is necessary to obtain the ▇▇▇ Approval. In any case, Seller agrees to hold the Assigned Interest in trust for the exclusive benefit of Purchaser until the ▇▇▇ Approval as contemplated herein is obtained.

APPROVALS AND WAIVERS. Any consent required for the consummation of the transactions contemplated by this Agreement and the other agreements and documents contemplated hereby shall have been obtained. All permits, approvals, filings and consents required to be obtained or made, and all waiting periods required to expire, prior to the consummation of the transactions contemplated by this Agreement and the other agreements and documents contemplated hereby under all applicable laws, rules and regulations shall have been obtained, made or expired, as the case may be, and all such waiting periods shall have lapsed, and all such permits, approvals, filings and consents shall be in full force and effect.