Waiver of Sample Clauses
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Waiver of defences The obligations of the Guarantor under this Clause 9 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 9 (whether or not known to it or any Relevant Party) including:
(a) any time, waiver or consent granted to, or composition with, any Principal Debtor or other person;
(b) the release of any Principal Debtor or any other person under the terms of any composition or arrangement with any creditor of any person;
(c) the taking, variation, compromise, exchange, renewal, enforcement or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security Interest over assets of, any Principal Debtor or other person or any non-presentation or non- observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security Interest;
(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members, name or status of any Principal Debtor or any other person;
(e) any amendment (however fundamental), replacement, variation, novation, assignment or the avoidance or termination of the guarantee in this Clause 9, this Agreement, any other Transaction Document or any other document or Security Interest;
(f) any unenforceability, illegality or invalidity of any obligation of, or any Security Interest created by, any person under this Agreement, any other Transaction Document or any other document;
(g) any insolvency, liquidation, administration or similar procedure; or
(h) any other circumstances that constitute or might constitute an equitable or legal discharge of the Guarantor or the Guaranteed Obligations, and the Guarantor hereby waives any defence to, or right to seek a discharge of its obligations hereunder.
Waiver of objections Each of the Borrowers irrevocably waives any objection which it may now or in the future have to the laying of the venue of any Proceedings in any court referred to in this Clause, and any claim that those Proceedings have been brought in an inconvenient or inappropriate forum, and irrevocably agrees that a judgment in any Proceedings commenced in any such court shall be conclusive and binding on it and may be enforced in the courts of any other jurisdiction.
Waiver of defences The obligations of the Guarantor under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause 18.4, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance Party) including:
18.4.1 any time, waiver or consent granted to, or composition with, any Security Party or other person;
18.4.2 the release of any other Security Party or any other person under the terms of any composition or arrangement with any creditor of any Security Party;
18.4.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Security Party or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
18.4.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Security Party or any other person;
18.4.5 any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;
18.4.6 any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
18.4.7 any insolvency or similar proceedings.
Waiver of defences The obligations of the Guarantors under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause 18, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance Party) including:
Waiver of. IMMUNITY To the extent that any of the Obligors may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), such Obligor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. THE FIRST SCHEDULE THE BANKS BANK COMMITMENT ($) ABN AMRO BANK N.V. 1,500,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORPORATION 1,500,000,000 THE SECOND SCHEDULE PART A FORM OF BANK TRANSFER CERTIFICATE To: [Agent] BANK TRANSFER CERTIFICATE relating to the agreement (as from time to time amended, varied, novated or supplemented, the "FACILITY AGREEMENT") dated 15 August 1999 whereby a $ 3,000,000,000 revolving credit facility was made available to VNU N.V. and VNU Ireland as original borrowers by a group of banks on whose behalf ABN AMRO Bank N.V. acted as agent in connection therewith.
1. Terms defined in the Facility Agreement shall, subject to any contrary indication, have the same meanings herein. The terms Bank, Transferee Bank's Participation and Amount Transferred are defined in the schedule hereto.
2. The Bank (i) confirms that the Bank's Participation accurately summarises its participation in the Facility Agreement and (ii) requests the Transferee Bank to accept and procure the transfer to the Transferee Bank of a percentage of the Bank's Participation by counter-signing and delivering this Bank Transfer Certificate to the Agent at its address for the service of notices specified in the Facility Agreement.
3. The Transferee hereby requests the Agent to accept this Bank Transfer Certificate as being delivered to the Agent pursuant to and for the purposes of Clause 26.5 (TRANSFERS BY BANKS) of the Facility Agreement so as to take effect in accordance with the terms thereof on the Bank Transfer Date or on such later date as may be determined in accordance with the terms thereof.
4. The Transferee Bank hereby represents that it is a qualifying lender such that all payments received or receivable by it under the Facility Agreement may be made free and clear without deduction or withholding on account of tax.
5. The Transferee Bank ...
Waiver of. DEFENCES The liabilities and obligations of each of the Acceding Guarantors under this Agreement shall remain in force notwithstanding any act, omission, neglect, event or matter whatsoever, except the proper and valid payment of all the Guaranteed Amounts and, without prejudice to its generality, the foregoing shall apply in relation to anything which would have discharged the Guarantors (wholly or in part) or which would have afforded the Guarantors any legal or equitable defence, and in relation to any winding up, reconstruction, reorganisation or dissolution of, or any change in constitution or corporate identity or loss of corporate identity by, the Borrower, any other Guarantor or any other person and any incapacity or lack of corporate power or authority of any person. Without prejudice to the generality of the foregoing none of the liabilities or obligations of the Acceding Guarantors under this Agreement shall be impaired by the Finance Parties (or any of them):
18.6.1 agreeing with any Obligor any variation or departure (however substantial) of or from any Financing Document and any such variation or departure shall, whatever its nature, be binding upon each Acceding Guarantor in all circumstances, notwithstanding that it may increase or otherwise affect the liability of the Guarantors, PROVIDED THAT if any variation which would increase the liability of any Acceding Guarantor is made without each Acceding Guarantor's prior written consent the amount of each Acceding Guarantor's liability under this Clause 18.6 shall be limited to the amount for which it would have been liable had such variation not been made;
18.6.2 releasing or granting any time or any indulgence whatsoever to the Borrower and, in particular, waiving any of the pre-conditions for Advances under this Agreement or any contravention by the Borrower of any of the Financing Documents, or entering into any transaction or arrangements whatsoever with or in relation to the Borrower and/or any third party;
18.6.3 taking, accepting, varying, dealing with, enforcing, abstaining from enforcing, surrendering or releasing any security for the Guaranteed Amounts in such manner as it or they think fit;
18.6.4 claiming, proving for, accepting or transferring any payment in respect of the Guaranteed Amounts in any composition by, or winding up of, the Borrower and/or any third party or abstaining from so claiming, proving, accepting or transferring.
Waiver of. IMMUNITY Each Obligor waives generally all immunity it or its assets or revenues may otherwise have in any jurisdiction, including immunity in respect of: the giving of any relief by way of an interdict or order for specific performance or for the recovery of assets or revenues; and the issue of any process against its assets or revenues for the enforcement of a judgment or, in an action in rem, for the arrest, detention or sale of any of its assets and revenues.
Waiver of. IMMUNITY To the extent that any of the Obligors may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), such Obligor hereby irrevocably agrees and shall be obliged for the purposes of this Agreement not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction and, in particular, to the intent that in any Proceedings taken in New York the foregoing waiver of immunity shall have effect under and be construed in accordance with the United States Foreign Sovereign Immunities Act of 1976. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. THE FIRST SCHEDULE The Banks
Part 1 The Revolving Credit Banks Commitment ($) ABN AMRO Bank N.V. 61,000,000 The Chase Manhattan Bank 61,000,000 ▇▇▇▇▇▇ Guaranty Trust Company of New York 61,000,000 The First National Bank of Boston 57,000,000 Bayerische Landesbank International S.A. 57,000,000 Citibank N.A., Amsterdam Branch 57,000,000 Deutsche Bank AG 57,000,000 Fleet National Bank 57,000,000 Dai-Ichi Kangyo Bank Nederland N.V. 57,000,000 ING Bank N.V. 57,000,000 Rabobank International, Utrecht Branch 57,000,000 SBC 57,000,000 Union Bank of Switzerland 57,000,000 Westdeutsche Landesbank Girozentrale, London Branch 57,000,000 The Bank of New York 38,000,000 Banque Paribas Nederland N.V. 38,000,000 Barclays Bank plc (CLAD) UK 38,000,000 The First National Bank of Chicago 38,000,000 Kredietbank (Nederland) N.V. 38,000,000 Part 2 The Swing-Line Banks Bank Commitment ($) ABN AMRO Bank N.V. 36,666,666.66 The Chase Manhattan Bank 36,666,666.66 ▇▇▇▇▇▇ Guaranty Trust Company of New York 36,666,666.66 The Bank of New York 30,000,000.00 Bayerische Landesbank Girozentrale, New York Branch 30,000,000.00 Union Bank of Switzerland 30,000,000.00 THE SECOND SCHEDULE Form of Transfer Certificate To: The Chase Manhattan Bank TRANSFER CERTIFICATE relating to the agreement (as from time to time amended, varied, novated or supplemented, the "Facility Agreement") dated [ ] 199[ ] whereby a US$1,000,000,000 multicurrency revolving credit and short-term advances facility, a US$100,000,000 letter of credit facility and a US$200,000,000 swing-line facility was made availab...
Waiver of. CONDITION PRECEDENT TO EACH ADVANCE". Lender hereby agrees that the provision of evidence of insurance as required by subsection (f) of this section may be provided within thirty days subsequent to the date of this Addendum.
Waiver of. IMMUNITY: THIS AGREEMENT AND THE LETTER OF CREDIT DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LETTER OF CREDIT DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. JURY WAIVER: BORROWER AND BANK WAIVE TRIAL BY JURY IN CONNECTION WITH ANY ACTION OR PROCEEDING OF ANY NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY COUNTERCLAIM, OFFSET OR DEFENSE) ARISING UNDER, OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE LETTER OF CREDIT DOCUMENTS.