Example ContractsClausesWaiver of Appraisal Rights
Waiver of Appraisal Rights
Waiver of Appraisal Rights contract clause examples

Waiver of Appraisal Rights; Litigation. Unless # this Agreement is terminated in accordance with its terms or pursuant to [Section 6.5], or # the Merger Agreement is amended in a manner that constitutes a Restricted Amendment, in each case without the consent of the Holder, to the fullest extent permitted by Law, the Holder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under [Section 262] of the DGCL) relating to the Mergers that the Holder may have by virtue of the ownership of any Covered Securities. The Holder further agrees not to commence, join in, and agrees 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 Inc., Merger Sub LLC or the Company or any of their respective Affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including any claim # challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the Closing), # alleging a breach of any fiduciary duty of the Company Board in connection with the negotiation and entry into the Merger Agreement or the transactions contemplated thereby, or # alleging any failure on the part of the Company or Parent to provide information or alleging a material misstatement or omission in the information provided to such Holder in connection with the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing.

Appraisal. An “as is” and “as stabilized” Appraisal satisfactory to Administrative Agent.

Appraisal. With respect to each Mortgage Loan, other than an Agency Mortgage Loan for which the related Agency has granted a property inspection waiver, the Mortgage File contains either # an appraisal of the related Mortgaged Property or Cooperative Unit signed prior to the approval of the Mortgage Loan application by a qualified appraiser, duly appointed by the originator, who had no interest, direct or indirect in the Mortgaged Property or Cooperative Unit or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of # in the case of a Jumbo Mortgage Loan or a Non-QM Mortgage Loan, Fannie Mae and Freddie Mac, or # in the case of an Agency Mortgage Loan, Fannie Mae, Freddie Mac, Ginnie Mae, FHA, RHS or VA, as applicable, and in any case, Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 as amended and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated, or # in the case of an Agency Mortgage Loan, another valuation model otherwise permitted under applicable Agency Guides and acceptable to Buyer.

Waiver of Appraisal Rights. Such Stockholder hereby irrevocably waives, and agrees not to exercise or assert, any appraisal rights under [Section 262] of the DGCL and any other similar statute in connection with the Merger.

Appraisal. An Appraisal satisfactory to Administrative Agent and showing that the Commitment Amount does not exceed the lesser of: # forty-four (44%) of the combined “as-stabilized” value of the Property, # fifty-five percent (55%) of the combined purchase prices of the Property as set forth in [Schedule 4.5], or # a 9.50% Debt Yield based on the Appraisal’s “as-stabilized” NOI.

Waiver of Appraisal Rights. Such Stockholder hereby irrevocably waives, and agrees not to exercise or assert, any appraisal rights under [Section 262] of the DGCL and any other similar statute in connection with the Merger.

Waiver of Appraisal Rights. Each Stockholder hereby irrevocably waives all appraisal rights under [Section 262] of the DGCL with respect to all of such Stockholder’s Covered Shares owned (beneficially or of record) by such Stockholder, a copy of which is attached hereto as [Schedule B], with respect to the Merger and the other Transactions.

Waiver of Appraisal Rights; Litigation. Unless # this Agreement is terminated in accordance with its terms or pursuant to [Section 6.5], or # the Merger Agreement is amended in a manner that constitutes a Restricted Amendment, in each case without the consent of the Holder, to the fullest extent permitted by Law, the Holder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under [Section 262] of the DGCL) relating to the Mergers that the Holder may have by virtue of the ownership of any Covered Securities. The Holder further agrees not to commence, join in, and agrees 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 Inc., Merger Sub LLC or the Company or any of their respective Affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including any claim # challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the Closing), # alleging a breach of any fiduciary duty of the Company Board in connection with the negotiation and entry into the Merger Agreement or the transactions contemplated thereby, or # alleging any failure on the part of the Company or Parent to provide information or alleging a material misstatement or omission in the information provided to such Holder in connection with the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing.

Appraisal. The Administrative Agent and each Lender shall have received an appraisal from the Qualified Appraiser in respect of solar energy generating systems of the type and size substantially similar to the Systems that the Borrower reasonably anticipates to purchase under the MEPCA for each Project Location where the Systems will be located and a reliance letter from the Qualified Appraiser, each in form and substance satisfactory to each Lender.

Appraisal. At Borrower's expense, Lender shall have obtained an updated MAI appraisal of the Property ordered by Lender, dated within 90 days of its use, and prepared by a licensed appraiser satisfactory to Lender, and such appraisal shall be acceptable to Lender in its sole discretion.

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