Third Party Waivers Clause Samples
A Third Party Waivers clause establishes that certain rights or claims held by parties outside the contract (third parties) are intentionally relinquished or not recognized under the agreement. In practice, this means that only the parties who have signed the contract can enforce its terms or benefit from its provisions, and third parties cannot assert claims or demand performance based on the contract. This clause is essential for preventing unintended legal obligations to outsiders and ensuring that only the contracting parties have enforceable rights, thereby reducing the risk of unexpected claims from third parties.
Third Party Waivers. Section 21.1 Each Pledgor authorizes the Collateral Agent to perform any or all of the following acts at any time in its sole discretion, all without notice to any Pledgor, without affecting such Pledgor’s obligations under this Agreement or any other Loan Documents and without affecting the liens and encumbrances against the Collateral in favor of the Collateral Agent:
(i) Subject to Section 12.6 of the Credit Agreement, the Collateral Agent may alter any terms of the Obligations or any part thereof, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Obligations or any part thereof.
(ii) The Collateral Agent may take and hold security for the Obligations, accept additional or substituted security, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security.
(iii) The Collateral Agent may direct the order and manner of any sale of all or any part of any security now or later to be held for the Obligations, and the Collateral Agent (or its nominees or designees) may also bid at any such sale.
(iv) The Collateral Agent may apply any payments or recoveries from Borrower, any Pledgor or any other source, and any proceeds of any security, to the obligations under the Loan Documents in such manner, order and priority as the Collateral Agent may elect.
(v) The Collateral Agent may release the Borrower or any other person or entity of its liability for the Obligations or any part thereof.
(vi) The Collateral Agent may substitute, add or release any one or more guarantors or endorsers.
(vii) In addition to the Obligations, the Collateral Agent may extend other credit to the Borrower, and may take and hold security for the credit so extended.
Section 21.2 Each Pledgor waives:
(i) Any right it may have to require the Collateral Agent to proceed against the Borrower, any Pledgor or any other person or entity, proceed against or exhaust any security held from the Borrower, any Pledgor or any person or entity, or pursue any other remedy in the Collateral Agent’s power to pursue;
(ii) Any defense based on any claim that any Pledgor’s obligations exceed or are more burdensome than those of the Borrower, any Pledgor or any other Person;
(iii) Any defense: (A) based on any legal disability of any other Person, (B) based on any release, discharge, modification, impairment or limitation of the ...
Third Party Waivers. Borrower shall deliver to Lender landlord waivers, bailee waivers, warehouse waivers or other third party waivers required by Lender (individually, a "Third Party Waiver" and collectively, the "Third Party Waivers") executed by the lessors, bailors, warehouse owners and/or operators and consignors of or at the Collateral Locations used by Borrower, all in form and manner reasonably satisfactory to Lender.
Third Party Waivers. At Parent’s written request, the Company shall, and shall cause each Company Subsidiary to, use its reasonable best efforts to obtain waivers (in a form reasonably satisfactory to Parent) of termination rights in respect of certain Contracts identified in writing to the Company by Parent; provided, however, each of the parties acknowledges and agrees that obtaining any such waiver shall not be a condition to the Offer or the Merger; provided, further, that the Company shall not, and shall cause each Company Subsidiary not to, contribute capital, pay any consideration in any form (including any letter of credit, guaranty or other financial or commercial accommodation) to any Person, amend any Contract, grant any concession (in any form) or propose or agree to any of the foregoing in order to obtain such waivers, in each case, without the prior written consent of Parent (provided that the Company shall not be required to make any such concession unless either (a) the Company reimbursed or indemnified for by Parent for such concession or (b) such concession is subject to the occurrence of the consummation of the Offer). The Company shall keep Parent reasonably informed of the status of, and consult with Parent in good faith with respect to any developments regarding such waivers.
Third Party Waivers. Borrowers shall deliver to Lender Third Party Waivers all in form and manner satisfactory to Lender.
Third Party Waivers. (a) Debtor authorizes Secured Party without notice or demand and without affecting its liability hereunder, from time to time to:
(i) renew, compromise, extend, accelerate, or otherwise change the time for payment, or otherwise change the terms, of the Borrower's Obligations or any part thereof, including increase or decrease of the rate of interest thereon, or otherwise change the terms of any documents relating to the Borrower's Obligations;
(ii) receive and hold security for the payment of the Borrower's Obligations and exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any such security;
(iii) apply such security and direct the order or manner of sale thereof as Secured Party in its discretion may determine; and
(iv) release or substitute the Borrower or any guarantor or any one or more of the endorsers or other guarantor of any of the Borrower's Obligations.
Third Party Waivers. Pledgor authorizes Agents to perform any or all of the following acts at any time in its sole discretion, all without notice to Pledgor (except as otherwise provided in the Loan Documents), without affecting Pledgor’s obligations under this Agreement or any other Loan Documents and without affecting the liens and encumbrances against the Collateral in favor of Agent (provided that the following are undertaken in accordance with the terms and provisions of the Loan Documents and applicable law and provided, further that none of the following shall or shall be deemed to afford to Agent or any of the Secured Parties any rights (or any expanded rights) beyond those rights expressly provided in the other Loan Documents or applicable law):
Third Party Waivers. If requested by the Administrative Agent, each Loan Party shall use commercially reasonable efforts to obtain a landlord’s waiver agreement, mortgagee subordination agreement or bailee letter, as applicable, from the lessor of each leased property, mortgagee of owned property or bailee with respect to any location in the United States where books and records of accounts or Collateral with a book value greater than $5,000,000 is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. After the Closing Date, no real property located in the United States where books and records of accounts or Collateral with a book value greater than $5,000,000 is stored or located shall be leased by any Loan Party without the prior written consent of the Administrative Agent, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location; provided, that, no such landlord agreement or bailee letter shall be required if (a) the applicable Loan Party is unable to obtain such landlord agreement or bailee letter after having used commercially reasonable efforts to do so and (b) at the discretion of the Administrative Agent, a rent reserve, satisfactory to the Administrative Agent, has been established.
Third Party Waivers. At Parent's written request, the Company will, and will cause each subsidiary of the Company, use its reasonable best efforts to obtain waivers (in a form reasonably satisfactory to Parent) of termination rights in respect of certain contracts identified in writing to the Company by Parent. However, obtaining any such waiver will not be a condition to the Offer or the Merger. The Company will not, and will cause each subsidiary of the Company not to, contribute capital, pay any consideration in any form (including any letter of credit, guaranty or other financial or commercial accommodation) to any person, amend any contract, grant any concession (in any form) or propose or agree to any of the foregoing in order to obtain such waivers, in each case, without the prior written consent of Parent (provided that the Company will not be required to make any such concession unless either (a) the Company reimbursed or indemnified for by Parent for such concession or (b) such concession is subject to the occurrence of the consummation of the Offer). The Company will keep Parent reasonably informed of the status of, and consult with Parent in good faith with respect to any developments regarding such waivers. The Company will use its reasonable best efforts to (a) arrange for customary payoff letters and instruments of discharge providing for the payoff, discharge and termination on the Effective Time of all then-outstanding indebtedness under certain credit facilities to be delivered to Parent prior to the consummation of the Offer, and (b) deliver, or cause the applicable subsidiaries of the Company to Table of Contents deliver, such payoff letters in accordance with the terms of each credit facility to the holders of such indebtedness. See Section 14—"Conditions of the Offer."
Third Party Waivers. The Company shall use commercially reasonable efforts to deliver to the Collateral Agent fully-executed landlord’s or warehouseman’s lien waivers within 60 days following the date hereof (or such later time as may be agreed to by the Collateral Agent in writing), each in reasonable and customary form and substance, to the extent required by the Security Agreement.
Third Party Waivers. Borrowers shall (i) by no later than January 2, 2003, provide Lender with a list of all locations which Borrowers own, lease or warehouse assets; and by no later than January 31, 2003, shall deliver to Lender Third Party Waivers and Mortgagee Waivers executed by the lessors, bailors, warehouse owners, mortgagees and/or operators and consignors of or at the locations used by Borrower, all in form and manner reasonably satisfactory to Lender "
23. New Section 6.3 is added to the Loan Agreement as follows: