Certain Other Waivers Sample Clauses

Certain Other Waivers. Each Pledgor waives: (a) any requirement, and any right to require, that any right or power be exercised or any action be taken against the Company, any other Pledgor, any guarantor or any collateral for the Obligations; (b) all defenses to, and all setoffs, counterclaims and claims of recoupment against, the Obligations that may at any time be available to the Company, any other Pledgor, or any guarantor; (c) (i) notice of acceptance of and intention to rely on the Collateral Documents, (ii) notice of the making or renewal of any Loans or other Credit Extension under the Credit Agreement and of the incurrence or renewal of any other Obligations, (iii) notice of any of the matters referred to in Section 5.10 and (iv) all other notices that may be required by applicable Laws or otherwise to preserve any rights against such Pledgor under the Collateral Documents, including any notice of default, demand, dishonor, presentment and protest; (d) diligence; (e) any defense based upon, arising out of or in any way related to (i) any claim that any election of remedies by the Security Agent, including the exercise by the Security Agent of any rights against any collateral, impaired, reduced, released or otherwise extinguished any right that such Pledgor might otherwise have had against the Company, any other Pledgor, or any guarantor or against any collateral, including any right of subrogation, exoneration, reimbursement or contribution or right to obtain a deficiency judgment, (ii) any claim based upon, arising out of or in any way related to any of the matters referred to in Section 5.10 and (iii) any claim that the Collateral Documents should be strictly construed against the Security Agent; and (f) ALL OTHER DEFENSES UNDER APPLICABLE LAWS THAT WOULD, BUT FOR THIS CLAUSE (f), BE AVAILABLE TO SUCH PLEDGOR AS (i) A DEFENSE AGAINST THE ENFORCEMENT OF THE SECURITY INTEREST, (ii) A REDUCTION OR LIMITATION OF THE OBLIGATIONS SECURED THEREBY OR (iii) A DEFENSE AGAINST ITS OBLIGATIONS UNDER THE COLLATERAL DOCUMENTS.
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Certain Other Waivers. Each Guarantor hereby waives (i) diligence, presentment, demand for payment, protest or notice, whether of nonpayment, dishonor, protest or otherwise, (ii) all setoffs, counterclaims and claims of recoupment against, the Guarantied Obligations or the Notes that may be available to the Company or any other guarantor of the Guarantied Obligations or the Notes (it being understood that the waivers set forth anywhere in this Guarantee shall not preclude any action by such Guarantor, after payment in full of its obligations hereunder, to recover for any tortious action which resulted in injury to such Guarantor), (iii) any defense based upon or in any way related to any claim that any election of remedies by any one or more of the Noteholders (or by any trustee or agent acting on behalf of the Noteholders) impaired, reduced, released or otherwise extinguished any rights such Guarantor might otherwise have had against the Company or any security, (iv) any claim based upon or in any way related to any of the matters referred to in Section 2.5, and (v) any claim that this Guarantee should be strictly construed against the Noteholders.
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Certain Other Waivers. Each Pledgor waives:
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Certain Other Waivers. The undersigned hereby waives any right of first refusal, right of first offer and any similar rights afforded to the undersigned under that certain Stockholders Agreement, dated as of January 1, 2000, by and among JPI and its stockholders in connection with the Transactions. The undersigned acknowledges and agrees that such waiver is irrevocable prior to a termination of the Merger Agreement.
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Certain Other Waivers. Each Guarantor hereby waives (i) diligence, presentment, demand for payment, protest or notice, whether of nonpayment, dishonor, protest or otherwise, (ii) all setoffs, counterclaims and claims of recoupment against the Guarantied Obligations that may be available to U.S. Borrower or any other guarantor of the Guarantied Obligations (it being understood that the waivers set forth anywhere in this Guarantee shall not preclude any action by such Guarantor, after payment in full of its obligations hereunder, to recover for any tortious action or omission by U.S. Agent or any U.S. Lender which resulted in injury to such Guarantor), (iii) any defense based upon or in any way related to any claim that any election of remedies by U.S. Agent or any U.S. Lender (or by any trustee or agent acting on behalf of U.S. Agent or any U.S. Lender) impaired, reduced, released or otherwise extinguished any rights such Guarantor might otherwise have had against U.S. Borrower or any security, (iv) any claim based upon or in any way related to any of the matters referred to in Section 2.5, and (v) any claim that this Guarantee should be strictly construed against U.S. Agent or any U.S. Lender.
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Certain Other Waivers. With respect to the Company's issuance of $1.5 million of subordinated convertible notes of even date herewith (the "Subordinated Notes"), upon the execution and delivery of subordination agreements acceptable to the Holder, the Holder hereby consents to the issuance of the Subordinated Notes and waives any provisions in any Transaction Documents (as defined in the Note) that would otherwise prohibit the issuance of the Subordinated Notes (and the common stock issuable upon the conversion of the Subordinated Notes). In addition, the Holder hereby agrees that (i) the Subordinated Notes (and the common stock issuable upon the conversion of the Subordinated Notes) shall be deemed to be Excluded Securities (as defined in the Note), (ii) the Subordinated Notes shall be deemed to be Permitted Indebtedness (as defined in the Note), and (iii) the security interest securing the Subordinated Notes shall be deemed to be a Permitted Lien (as defined in the Notes).
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Certain Other Waivers. Each Pledgor waives: a. any requirement, and any right to require, that any right or power be exercised or any action be taken against the Company, any other Pledgor, any guarantor or any collateral for the Obligations; b. all defenses to, and all setoffs, counterclaims and claims of recoupment against, the Obligations that may at any time be available to the Company, any other Pledgor, or any guarantor;
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Certain Other Waivers. Guarantor hereby waives (i) diligence, presentment, demand for payment, protest or notice, whether of nonpayment, dishonor, protest or otherwise, (ii) all setoffs, counterclaims and claims of recoupment against the Guarantied Obligations that may be available to Canadian Borrower or any other guarantor of the Guarantied Obligations (it being understood that the waivers set forth anywhere in this Guarantee shall not preclude any action by Guarantor, after payment in full of its obligations hereunder, to recover for any tortious action or omission by Canadian Agent or any Canadian Lender which resulted in injury to Guarantor), (iii) any defense based upon or in any way related to any claim that any election of remedies by Canadian Agent or any Canadian Lender (or by any trustee or agent acting on behalf of Canadian Agent or any Canadian Lender) impaired, reduced, released or otherwise extinguished any rights Guarantor might otherwise have had against Canadian Borrower or any security, (iv) any claim based upon or in any way related to any of the matters referred to in Section 2.5, and (v) any claim that this Guarantee should be strictly construed against Canadian Agent or any Canadian Lender.
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Related to Certain Other Waivers

  • Other Waivers The Borrower waives notice of nonpayment, demand, notice of demand, presentment, protest and notice of protest with respect to the Obligations, or notice of acceptance hereof, notice of Loans made, credit extended, Collateral received or delivered, or any other action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein.

  • Certain Other Agreements The Unitholder hereby: (a) agrees to promptly notify Parent of the number of any new Securities acquired by the Unitholder after the date hereof and prior to the Expiration Date; provided that any such Securities shall automatically be subject to the terms of this Agreement as though owned by the Unitholder on the date hereof; (b) agrees to permit Parent to publish and disclose in the Joint Proxy Statement, other filings with the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, the Unitholder’s identity and ownership of the Securities and the nature of the Unitholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of the Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Partnership Support Agreement on the date hereof; and (c) shall and does authorize Parent or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that Parent or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to the Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained.

  • Certain Other Terms (a) In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

  • Certain Other Assignments In addition to any other assignment permitted pursuant to this Section 9.6 any Lender may assign, pledge and/or grant a security interest in, all or any portion of its Revolving Loans, the other Obligations owed by or to such Lender, and its Revolving Loan Notes, if any, to secure obligations of such Lender including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank; provided, no Lender, as between Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

  • Certain Other Matters (a) So long as the Company has complied and is complying with its obligations set forth in this Agreement, from and after the date hereof until the later of (x) the conclusion of the 2013 Annual Meeting and (y) the date that an Icahn Nominee is no longer a member of the Board (it being understood that if such an Icahn Nominee is no longer a member of the Board due to circumstances in which the Icahn Group would be entitled to appoint a Replacement pursuant to Section 2(a)(vi), an Icahn Nominee shall be deemed to continue to be a member of the Board for all purposes of this Agreement until such time as the Icahn Group irrevocably waives in writing any right to designate such a Replacement or appoints such a Replacement) (the later of the foregoing periods, the “Board Representation Period”), no member of the Icahn Group shall, directly or indirectly, and each member of the Icahn Group shall cause each Icahn Affiliate not to, directly or indirectly, (i) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to the Voting Securities (as defined below), or from the holders of the Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any third party in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter), (ii) encourage, advise or influence any other person or assist any third party in so encouraging, assisting or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any other type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter), (iii) form or join in a partnership, limited partnership, syndicate or other group, including without limitation a group as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (it being understood that a Permitted Person (or Permitted Persons) as long as it is (or they are) such engaging in Permitted Activities (each as defined in the Rights Plan) shall not be deemed to be or create a “group” for purposes of this clause (iii)), or otherwise support or participate in any effort by a third party with respect to the matters set forth in clause (i) above, (iv) present at any Annual Meeting or any special meeting of the Company’s stockholders any