Regardless of consideration, and without the necessity for any notice to or consent by Clause Samples

Regardless of consideration, and without the necessity for any notice to or consent by the holder of any subordinate lien, encumbrance, right, title or interest in or to the Mortgaged Property, the Beneficiary may release any person at any time liable for the payment of the Obligations or any portion of the Obligations or any part of the security held for the Obligations and may extend the time of payment or otherwise modify the terms of this Deed of Trust and/or any other Transaction Document, including a modification of the interest rate payable on the principal balance of the Promissory Note, without in any manner impairing or affecting this Deed of Trust or the lien and security interest of this Deed of Trust or the priority of this Deed of Trust, as so extended and modified, as security for the Obligations over any such subordinate lien, encumbrance, right, title or interest. The Beneficiary may resort for the payment of the Obligations to any other security held by the Beneficiary in such order and manner as the Beneficiary, in its discretion, may elect. The Beneficiary may take action to recover all or any portion of the Obligations or to enforce any covenant in this Deed of Trust or any other Transaction Document without prejudice to the right of the Beneficiary thereafter to foreclose this Deed of Trust.
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Related to Regardless of consideration, and without the necessity for any notice to or consent by

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the fulfillment (or written waiver by the Company) of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth in this Agreement which are qualified by a “Parent Material Adverse Effect” qualification will be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (ii) the representations and warranties of Parent set forth in this Agreement which are not qualified by a “Parent Material Adverse Effect” qualification will be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that, with respect to clauses (i) and (ii) hereof, representations and warranties that are made as of a particular date or period will be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of such date or period. (b) Parent and Merger Sub will have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) Parent will have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied. (d) Parent will have deposited, or will have cause to be deposited, the amounts contemplated by Section 2.2(a) with the Exchange Agent.

  • Termination and Abandonment This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; or (b) By Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party.

  • Limitation on Effecting Transactions Resulting in Certain Adjustments The Company will not engage in or be a party to any transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) or Section 5.07 to an amount that would result in the Conversion Price per share of Common Stock being less than the par value per share of Common Stock.

  • DIRECT ORDERING WITHOUT A FURTHER COMPETITION 2.1 Subject to paragraph 1.2 above any Contracting Body ordering the Services under this Framework Agreement without holding a further competition shall: 2.1.1 develop a clear Statement of Requirements setting out its requirements for the Services; and 2.1.2 apply the Direct Award Criteria to the catalogue of the Services for all Suppliers capable of meeting the Statement of Requirements in order to establish which of the Framework Suppliers provides the most economically advantageous solution; and 2.1.3 on the basis set out above, award its Services Requirements by placing an Order with the successful Framework Supplier in accordance with paragraph 7 below.

  • Termination without Notice The Employer may terminate an Employee’s employment without notice if the Employee engages in serious misconduct.