Waiver of Certain Agreements Clause Samples

Waiver of Certain Agreements. Except as otherwise specified as contemplated by Section 3.1 for Securities of such series, the Company or any Guarantor may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any agreement provided pursuant to Section 3.1(b)(15), 8.1(b) or 8.1(g) for the benefit of the Holders of such series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by act of such Holders in accordance with Section 1.4, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and each of the Guarantors and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.
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Waiver of Certain Agreements. The Principal Stockholders and the Company hereby agree to waive (on behalf of themselves and their respective controlled affiliates) all applicable provisions of the Securities Purchase Agreement, dated as of February 18, 1999 (as amended or supplemented from time to time, the "Securities Purchase Agreement"), by and among the Patriot American Hospitality, Inc., the Company, Patriot American Hospitality Partnership, L.P., Wyndham International Operating Partnership, L.P., the Principal Stockholders and certain other stockholders of the Company named therein, and the Recapitalization and Merger Agreement, in each case, to the extent necessary to enter into this Agreement and to consummate the transactions contemplated hereby; PROVIDED, HOWEVER, that any such waivers shall be effective only during the term of this Agreement and shall terminate upon the termination of this Agreement in accordance with its terms.
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Waiver of Certain Agreements. Upon and subject to the occurrence of the Closing, the Purchaser waives all rights to any payments owed to the Purchaser by the Company pursuant to the Note and Section 2(c) of the January Registration Rights Agreement that have accrued and remain unpaid on and as of the Closing Date (other than payments that are being exchanged for Exchange Shares hereunder), provided that such waiver shall not apply to any payments owed pursuant to such Section 2(c) that accrue after the Closing Date.
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Related to Waiver of Certain Agreements

  • Waiver of Certain Actions Company Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (b) alleging a breach of any duty of the Board (or aiding or abetting any such breach) in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated hereby.

  • Waiver of Certain Rights Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.

  • Waiver of Certain Covenants Except as otherwise specified as contemplated by Section 3.1 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Sections 3.1(22), 9.1(2), 8.1, 10.4, 10.5, 10.6, 10.7 or 10.8 for the benefit of the Holders of such series if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

  • Modification of Certain Agreements Each Credit Party will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in (a) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

  • Absence of Certain Agreements Neither Parent nor any of its Affiliates has entered into any contract, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether oral or written), pursuant to which: (a) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company (i) agrees to vote to adopt this Agreement or the Merger or (ii) agrees to vote against any Superior Proposal or (b) any Third Party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger.