Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Parties) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 7 contracts
Sources: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Certain Waivers. Each Guarantor waives each of the following with respect to the enforceability of this Guaranty: (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the any Guaranteed PartiesParty) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of any Guaranteed Parties’ power Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the any Guaranteed PartiesParty; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives with respect to the enforceability of this Guaranty all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 7 contracts
Sources: Credit Agreement (Morningstar, Inc.), Credit Agreement (Morningstar, Inc.), Credit Agreement (Morningstar, Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the any Guaranteed PartiesParty) of the liability of the Borrower or any other Loan Party; than payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; Borrower, (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; , (d) any right to require the any Guaranteed Parties Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the any Guaranteed Parties’ Party’s power whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by the any Guaranteed Parties; Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Requirement of Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 7 contracts
Sources: Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Co)
Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent or any other Lender) of the liability of the Borrower or any (other Loan Partythan as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of the Administrative Agent or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or suretiessureties (other than as to the payment in full of the Guaranteed Obligations). Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 7 contracts
Sources: Credit Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, Inc.)
Certain Waivers. Each Holdings and each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any other Loan PartyBorrowers; (b) any defense based on any claim that such Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrowers; (c) the benefit of any statute of limitations affecting such Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrowers, proceed against or exhaust any security for the IndebtednessGuarantied Obligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or suretiessureties (other than Payment In Full). Each Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Guarantied Obligations, and all notices of acceptance of this Guaranty guaranty or of the existence, creation or incurrence of new or additional Guaranteed Guarantied Obligations.
Appears in 6 contracts
Sources: Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Purple Innovation, Inc.)
Certain Waivers. Each Guarantor waives to the maximum extent permitted by the applicable law (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorguarantors, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Lender Party) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.
Appears in 6 contracts
Sources: Credit Agreement (Warner Bros. Discovery, Inc.), Credit Agreement (Warner Bros. Discovery, Inc.), Credit Agreement (Warner Bros. Discovery, Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent or any Lender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent or any Lender to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ Administrative Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 5 contracts
Sources: Credit Agreement (Texas Roadhouse, Inc.), Credit Agreement (Texas Roadhouse, Inc.), Credit Agreement (Texas Roadhouse, Inc.)
Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent or any other Lender) of the liability of the Borrower or any (other Loan Partythan as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of the Administrative Agent or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or suretiessureties (other than as to the payment in full of the Guaranteed Obligations). Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 5 contracts
Sources: Term Loan Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Lender Party) of the liability of the Borrower Borrowers or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower Borrowers or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower Borrowers or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any Lender Party or Affiliate Counterparty or other Affiliates of any Lender holding any Swap Obligations whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Lender Party, Affiliate Counterparty or other Affiliates of any Lender holding any Swap Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 5 contracts
Sources: Credit Agreement (Smith & Wesson Brands, Inc.), Credit Agreement (Smith & Wesson Brands, Inc.), Credit Agreement (Smith & Wesson Brands, Inc.)
Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorguarantors, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Lender Party) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.
Appears in 5 contracts
Sources: Credit Agreement (Laboratory Corp of America Holdings), Credit Agreement (Warner Bros. Discovery, Inc.), Credit Agreement (Warner Bros. Discovery, Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the BorrowerCompany, any other Loan Note Party or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Holder) of the liability of the Borrower or any other Loan PartyCompany; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyCompany; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties any Holder to proceed against the Borrower Company or any other Loan Note Party, proceed against or exhaust any security for any of the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ power whatsoeverof any Holder; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Holder; and (f) to the fullest full extent permitted by law, any and all other defenses (other than the defense of payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 5 contracts
Sources: Note Purchase Agreement (American Assets Trust, L.P.), Note Purchase Agreement (American Assets Trust, L.P.), Note Purchase Agreement (American Assets Trust, L.P.)
Certain Waivers. Each Guarantor hereby, to the extent permitted by applicable Law, waives (a) any defense arising by reason of any disability or other defense of the any Borrower, any other Loan Party or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Creditor Party) of the liability of any Borrower (other than the Borrower or any other Loan Partydefense of prior payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties requirement to proceed against the any Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ power of any Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 4 contracts
Sources: Credit Agreement (Kennedy-Wilson Holdings, Inc.), Credit Agreement (Kennedy-Wilson Holdings, Inc.), Credit Agreement (Kennedy-Wilson Holdings, Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent, the L/C Issuer or any other Lender) of the liability of the Borrower or any other Loan PartyParty (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of the Administrative Agent, the L/C Issuer or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent, the L/C Issuer or any other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or suretiessureties (other than as to the payment in full of the Guaranteed Obligations). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 4 contracts
Sources: Credit Agreement (Welltower Inc.), Credit Agreement (Welltower Inc.), Credit Agreement (Welltower Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Creditor Party) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties any Creditor Party to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for any of the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ power whatsoeverof any Creditor Party; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Creditor Party; and (f) to the fullest full extent permitted by law, any and all other defenses (other than the defense of payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 4 contracts
Sources: Credit Agreement (American Assets Trust, L.P.), Credit Agreement (American Assets Trust, L.P.), Term Loan Agreement (American Assets Trust, L.P.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent, the Collateral Agent, any Lender or any L/C Issuer) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any of the Borrower or any other Loan PartyBorrowers; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent, the Collateral Agent, any Lender or any L/C Issuer to proceed against the Borrower or any other Loan Partya Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ Administrative Agent’s, the Collateral Agent’s any Lender’s or any L/C Issuer’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent, on behalf of itself, the L/C Issuer and the Lenders; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 4 contracts
Sources: Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts, Inc.)
Certain Waivers. Each Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Designated Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent, the L/C Issuer or any Lender) of the liability of the Borrower or any other Loan PartyDesignated Borrowers; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyDesignated Borrowers; (c) the benefit of any statute of limitations affecting such Guarantorthe Company’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyDesignated Borrowers, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ power of the Administrative Agent, the L/C Issuer or any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent, the L/C Issuer or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 4 contracts
Sources: Credit Agreement (Perkinelmer Inc), Credit Agreement (Perkinelmer Inc), Credit Agreement (Perkinelmer Inc)
Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent, the L/C Issuer or any other Lender) of the liability of the Borrower or any (other Loan Partythan as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of the Administrative Agent, the L/C Issuer or any other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent, the L/C Issuer or any other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or suretiessureties (other than as to the payment in full of the Guaranteed Obligations). Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 4 contracts
Sources: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of Administrative Agent, the Guaranteed PartiesSecurity Agent or any Lender) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of the Administrative Agent, the Security Agent or any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 4 contracts
Sources: Credit Agreement (PureCycle Technologies, Inc.), Credit Agreement (PureCycle Technologies, Inc.), Credit Agreement (PureCycle Technologies, Inc.)
Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent, the Collateral Agent, any Lender or any L/C Issuer) of the liability of the Borrower or any other Loan PartyDesignated Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyDesignated Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent, the Collateral Agent, any Lender or any L/C Issuer to proceed against the Borrower or any other Loan PartyDesignated Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ Administrative Agent’s, the Collateral Agent’s, any Lender’s or any L/C Issuer’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent, the Collateral Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 4 contracts
Sources: Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts, Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party or any Subsidiary of a Loan Party or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower any other Loan Party or any other Subsidiary of a Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower any other Loan Party or any other Subsidiary of a Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower any other Loan Party or any other Subsidiary of a Loan Party, proceed against or exhaust any security for the IndebtednessSecured Obligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations.
Appears in 4 contracts
Sources: Credit Agreement (Information Services Group Inc.), Credit Agreement (Information Services Group Inc.), Credit Agreement (Information Services Group Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower Borrower, any other Loan Party or any other Loan PartyPerson; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower Borrower, any other Loan Party or any other Loan PartyPerson; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower Borrower, any other Loan Party or any other Loan PartyPerson, proceed against or exhaust any security for the IndebtednessSecured Obligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or suretiessureties (other than a defense of performance). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations.
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement (Alnylam Pharmaceuticals, Inc.), Credit Agreement (Alnylam Pharmaceuticals, Inc.)
Certain Waivers. Each Guarantor waives to the fullest extent permitted by Law (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party, but excluding satisfaction thereof by way of payment) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (in each case, other than a defense relating to indefeasible payment in full of the Obligations). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 3 contracts
Sources: Credit Agreement (Resource REIT, Inc.), Credit Agreement (Safehold Inc.), Credit Agreement (Safety, Income & Growth, Inc.)
Certain Waivers. Each Guarantor waives The Company waives: (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent, any L/C Issuer or any Lender) of the liability of the Borrower or any other Loan PartyBorrowers; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrowers; (c) the benefit of any statute of limitations affecting such Guarantorthe Company’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrowers, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ power of the Administrative Agent, any L/C Issuer or any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent, any L/C Issuer or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties; (g) any defense arising from any change in corporate existence or structure of any other Borrower; and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 3 contracts
Sources: Credit Agreement (Revvity, Inc.), Credit Agreement (Perkinelmer Inc), Credit Agreement (Perkinelmer Inc)
Certain Waivers. Each Subsidiary Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Lender Party) of the liability of the Borrower or any other Loan PartyBorrower; (bii) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (ciii) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (div) except as expressly set forth in Section 10.02(g) below, any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Borrower Obligations, or pursue any other remedy in the Guaranteed Parties’ power of any Lender Party whatsoever; (ev) except as expressly set forth in Section 10.02(g) below, any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Lender Party; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Borrower Obligations, and all notices of acceptance of this Subsidiary Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Borrower Obligations.
Appears in 3 contracts
Sources: Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp)
Certain Waivers. Each Guarantor Verisk waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrowing Subsidiaries or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent or any Lender) of the liability of the Borrower or any other Loan PartyBorrowing Subsidiaries; (b) any defense based on any claim that such GuarantorVerisk’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrowing Subsidiaries; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent or any Lender to proceed against the Borrower or any other Loan PartyBorrowing Subsidiaries, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed PartiesAdministrative Agent’s or the Lenders’ power whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or the Lenders; and (fe) all defenses based on suretyship or impairment of collateral (Verisk, the Administrative Agent, and the Lenders intending this waiver to have the fullest extent permitted by law, any effects described in Section 48 of the Restatements (Third) of the Law of Suretyship and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiesGuaranty). Each Guarantor Verisk expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Borrowing Subsidiary Obligations, and all notices of acceptance of this Guaranty Article XI or of the existence, creation or incurrence of new or additional Guaranteed Borrowing Subsidiary Obligations.
Appears in 3 contracts
Sources: Credit Agreement (Verisk Analytics, Inc.), Credit Agreement (Verisk Analytics, Inc.), Credit Agreement (Verisk Analytics, Inc.)
Certain Waivers. Each To the fullest extent permitted by applicable Law, each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of any Borrower other than indefeasible payment and performance in full of the Borrower or any other Loan Party; Guaranteed Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; Borrower, (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; , (d) any right to require the Guaranteed Parties any Secured Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ any Secured Party’s power whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; any Secured Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each To the fullest extent not prohibited by applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Mohawk Industries Inc), Credit Agreement (Mohawk Industries Inc)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any Borrower, other than the payment and performance of the Obligations in full in cash in accordance with the Loan PartyDocuments; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Del Taco Restaurants, Inc.), Credit Agreement (Del Taco Restaurants, Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Parent, or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Credit Party) of the liability of the Borrower or (other than the defense that the Guaranteed Obligations have been performed and indefeasibly paid in cash, to the extent of any other Loan Partysuch payment); (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Credit Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Credit Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Credit Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor or default, notice of intent to accelerate, notice of acceleration, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Ashford Hospitality Prime, Inc.), Credit Agreement (Ashford Hospitality Prime, Inc.)
Certain Waivers. Each To the extent permitted by law, the Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Designated Borrower or any other guarantorguarantor (other than a defense of payment or performance), or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent or any Lender but excluding payment or performance) of the liability of the Borrower or any other Loan PartyDesignated Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyDesignated Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent or any Lender to proceed against the Borrower or any other Loan PartyDesignated Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ Administrative Agent’s or any Lender’s power whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any Lender; and (fe) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than a defense of payment or performance). Each The Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Hasbro SA Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Hasbro SA Obligations, except, in each case, for notices expressly required under the Credit Agreement.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Hasbro Inc), Revolving Credit Agreement (Hasbro Inc)
Certain Waivers. Each The Limited Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorguarantor of the Obligations, or the cessation from any cause whatsoever (including any act or omission of the any Guaranteed PartiesParty) of the liability of the Borrower or any other Loan Party; than payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such the Limited Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; Borrower, (c) the benefit of any statute of limitations affecting such the Limited Guarantor’s liability hereunder; , (d) any right to require the any Guaranteed Parties Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the any Guaranteed Parties’ Party’s power whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party, other than any benefit or right attributable to ▇. ▇▇▇▇▇ Financial Inc.’s status and capacity as a Lender under the Guaranteed Parties; Credit Agreement, which benefits and rights are hereby preserved, and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Requirement of Law limiting the liability of or exonerating guarantors or sureties, including, without limitation, any defense, waiver, or objection relating in any way to the ▇. Each ▇▇▇▇▇ 2020 Backstop, or any defense related to change circumstances, frustration of purpose, impossibility of performance or other claim based in law or equity. The Limited Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Limited Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 2 contracts
Sources: Limited Guaranty Agreement (B. Riley Financial, Inc.), Limited Guaranty Agreement (Babcock & Wilcox Enterprises, Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAgent or any Lender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s Guarantors' obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s the Guarantors' liability hereunder; (d) any right to require the Guaranteed Parties Agent or any Lender to proceed against the any Borrower or any other Loan PartyGuarantor, proceed against or exhaust any security for any of the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ Agent's or any Lender's power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAgent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty hereof or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code.
Appears in 2 contracts
Sources: Loan, Guaranty and Security Agreement (Guess Inc), Loan, Guaranty and Security Agreement (Guess Inc)
Certain Waivers. Each To the fullest extent permitted by Applicable Law, each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any other Loan PartyBorrowers; (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrowers; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrowers, proceed against or exhaust any security for the IndebtednessGuarantied Obligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by lawApplicable Law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, and, to the fullest extent permitted by law, any notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Guarantied Obligations.
Appears in 2 contracts
Sources: Loan, Guaranty and Security Agreement (Infinera Corp), Loan Agreement (Quotient Technology Inc.)
Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent or any Lender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent or any Lender to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ Administrative Agent’s or any Lender’s power whatsoever; and (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Obligations; subject, however, to such Subsidiary Guarantor’s right to make inquiry to the Administrative Agent to ascertain the amount of the Guaranteed Obligations at any reasonable time.
Appears in 2 contracts
Sources: Guarantee (Central European Media Enterprises LTD), Guarantee (Central European Media Enterprises LTD)
Certain Waivers. Each Guarantor of AGFC and the Subsidiary Guarantors waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such GuarantorAGFC’s or the Subsidiary Guarantors’ obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such GuarantorAGFC’s or the Subsidiary Guarantors’ liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor of AGFC and the Subsidiary Guarantors expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed ObligationsObligations . As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.
Appears in 2 contracts
Sources: Credit Agreement (American General Finance Corp), Credit Agreement (American General Finance Inc)
Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent, any Lender or any L/C Issuer) of the liability of the Borrower or any other Loan PartyDesignated Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyDesignated Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent, any Lender or any L/C Issuer to proceed against the Borrower or any other Loan PartyDesignated Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ Administrative Agent’s, any Lender’s or any L/C Issuer’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts, Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAgent or any Lender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s Guarantors’ obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s the Guarantors’ liability hereunder; (d) any right to require the Guaranteed Parties Agent or any Lender to proceed against the any Borrower or any other Loan PartyGuarantor, proceed against or exhaust any security for any of the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAgent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty hereof or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code.
Appears in 2 contracts
Sources: Loan Agreement (Guess Inc), Loan Agreement (Guess Inc)
Certain Waivers. Each Secured Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Secured Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Secured Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessSecured Obligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, in each case, except for the defense of payment of the Obligations in full and the occurrence of the Facility Termination Date. Each Secured Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations. Each Secured Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code.
Appears in 2 contracts
Sources: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (B. Riley Financial, Inc.)
Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any Borrower or any other Loan Party or any other guarantorParty, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Parties) of the liability of the any Borrower or any other Loan Party; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the any Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the any Borrower or any other Loan Party, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; (f) any defense arising from any change in Law affecting any term of the Guaranteed Debt; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (El Paso Pipeline Partners, L.P.), Credit Agreement (El Paso Pipeline Partners, L.P.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party either Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the either Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the either Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the either Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessSecured Obligations or the Foreign Subsidiary Secured Obligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations or the Foreign Subsidiary Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations or Foreign Subsidiary Secured Obligations.
Appears in 2 contracts
Sources: Credit Agreement (AstroNova, Inc.), Credit Agreement (AstroNova, Inc.)
Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense (other than the defense that the Secured Obligations shall have been fully and finally performed and paid in full in cash, to the extent of any such payment) of the Borrower, any other Loan Party subsidiary of the Borrower, or any other guarantorguarantor of any of the Secured Obligations, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Collateral Agent to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ Collateral Agent’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Collateral Agent on behalf of the Secured Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor dishonor, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation creation, or incurrence of new or additional Guaranteed Obligations. Notwithstanding the foregoing, nothing set forth herein shall alter or modify such Guarantor’s right to receive notice of any matter under any of the other Financing Documents.
Appears in 2 contracts
Sources: Continuing Guaranty Agreement (Allied Capital Corp), Continuing Guaranty Agreement (Allied Capital Corp)
Certain Waivers. Each Guarantor of Springleaf and the Subsidiary Guarantors waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such GuarantorSpringleaf’s or the Subsidiary Guarantors’ obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such GuarantorSpringleaf’s or the Subsidiary Guarantors’ liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor of Springleaf and the Subsidiary Guarantors expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.
Appears in 2 contracts
Sources: Credit Agreement (Springleaf Finance Corp), Credit Agreement (Springleaf Finance Inc)
Certain Waivers. Each To the fullest extent permitted by applicable Law, each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Company or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Lender Party) of the liability of the Borrower or any Company other Loan Party; than indefeasible payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; Company, (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; , (d) any right to require the Guaranteed Parties any Lender Party to proceed against the Borrower or any other Loan PartyCompany, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ any Lender Party’s power whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; any Lender Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each To the fullest extent not prohibited by applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Mohawk Industries Inc), Credit Agreement (Mohawk Industries Inc)
Certain Waivers. Each Guarantor waives waives: (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the any Guaranteed PartiesParty) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Parties’ power Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the any Guaranteed PartiesParty; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Parsons Corp), Term Loan Credit Agreement (Parsons Corp)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower, any other Loan Party or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Parties) of the liability of the any Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the any Borrower or any other Loan Party, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; (f) any defense arising from any change in Law affecting any term of the Guaranteed Debt; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (El Paso Pipeline Partners, L.P.), Credit Agreement (El Paso Pipeline Partners, L.P.)
Certain Waivers. Each Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Subsidiary Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent, the Issuing Bank or any Lender) of the liability of the Borrower or any other Loan PartySubsidiary Borrowers; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartySubsidiary Borrowers; (c) the benefit of any statute of limitations affecting such Guarantorthe Company’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartySubsidiary Borrowers, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ power of the Administrative Agent, the Issuing Bank or any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent, the Issuing Bank or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Subsidiary Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Perkinelmer Inc), Credit Agreement (Perkinelmer Inc)
Certain Waivers. Each Guarantor waives The Company waives: (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent, any L/C Issuer or any Lender) of the liability of the Borrower or any other Loan PartyBorrowers; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrowers; (c) the benefit of any statute of 113 #94834708v14 CHAR1\1986310v1 limitations affecting such Guarantorthe Company’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrowers, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ power of the Administrative Agent, any L/C Issuer or any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent, any L/C Issuer or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties; (g) any defense arising from any change in corporate existence or structure of any other Borrower; and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (Revvity, Inc.)
Certain Waivers. Each Guarantor GuarantorLoan Party waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorguarantorGuarantor , or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such GuarantorGuarantorLoan Party’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Guarantorany GuarantorLoan Party’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor GuarantorLoan Party expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each The Specified U.S. Guarantor waives (a) any defense arising by reason of any disability or or, to the fullest extent permitted by law, any other defense of the Borrower, any other Loan Party or any other guarantorParty, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent or any other Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such the Specified U.S. Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such the Specified U.S. Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent or any other Secured Party to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Administrative Agent’s or any other Secured Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any other Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Specified U.S. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor The Borrower waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party or any other guarantorParty, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent or any other Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantorthe Borrower’s obligations under this Borrower Guaranty exceed or are more burdensome than those of the Borrower or any other Loan PartyGuarantors; (c) the benefit of any statute of limitations affecting such Guarantorthe Borrower’s liability hereunderunder this Borrower Guaranty; (d) any right to require the Guaranteed Parties Administrative Agent or any other Secured Party to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessGuarantor Primary Obligations, or pursue any other remedy in the Guaranteed Administrative Agent’s or any other Secured Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any other Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Guarantor Obligations, and all notices of acceptance of this Borrower Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Guarantor Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent or any Lender) of the liability of the Borrower or any other Loan Partythan due to the indefeasible payment in full of the Guaranteed Obligations; (b) any defense based on any claim that such Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower or any other Loan Partyguarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent or any Lender to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ Administrative Agent's or any Lender's power whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any Lender; and (fe) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives waives, to the maximum extent permitted by applicable law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Sources: Term Loan Agreement (SeaCube Container Leasing Ltd.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiary, except to the Guaranteed Partiesextent constituting bad faith, gross negligence or willful misconduct) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ Administrative Agent’s or any other Beneficiary’s power whatsoever; (e) any benefit of and any right to participate in any security security, if any, now or hereafter held by the Guaranteed PartiesAdministrative Agent or any other Beneficiary; and (f) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or suretiessureties (in each case, except to the extent the Guaranteed Obligations are Fully Satisfied). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations; provided, however, the Administrative Agent shall use best efforts to give notice to Guarantors of any Event of Default concurrently with any notice given to Borrower.
Appears in 1 contract
Sources: Continuing Guaranty (Cim Real Estate Finance Trust, Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, as applicable, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Parties) of the liability of the Borrower or any other Loan PartyGuarantor, as applicable; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyGuarantor, as applicable; (c) to the extent permitted by law, the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyGuarantor, as applicable, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.. 67428907_5
Appears in 1 contract
Sources: Credit Agreement (On Assignment Inc)
Certain Waivers. Each Guarantor of the Article X Guarantors waives (a) any defense arising by reason of any disability or other defense of any Borrower or the Borrower, any other Loan Party Article X Guarantor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any Borrower, other Loan Partythan Indefeasible Payment and Performance of All Obligations; (b) any defense based on any claim that such Guarantor’s obligations of any of the Article X Guarantors exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrowers; (c) the benefit of any statute of limitations affecting such any Article X Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the any Borrower or any the other Loan PartyArticle X Guarantor, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power whatsoeverof any Secured Party whatsoever until such time as Indefeasible Payment and Performance of All Obligations; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party until such time as Indefeasible Payment and Performance of All Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than Indefeasible Payment and Performance of All Obligations). Each Guarantor of the Article X Guarantors expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protestprotests, notices of dishonor dishonor, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation creation, or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAgent, Collateral Agent, Documentation Agent, or any Lender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s Guarantors’ obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s the Guarantors’ liability hereunder; (d) any right to require the Guaranteed Parties Agent, Collateral Agent, Documentation Agent, or any Lender to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ Agent’s, Collateral Agent’s, Documentation Agent’s, or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAgent, Collateral Agent, Documentation Agent, or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code.
Appears in 1 contract
Certain Waivers. Each (a) The Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Secured Parties) of the liability of the Borrower or any other Loan PartyBorrower; (bii) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (ciii) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (div) any right to require the Guaranteed Parties any Secured Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Secured Parties’ power whatsoever; (ev) until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Secured Parties; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “ principal ” include each of HIL and Holdings and references to the “ creditor ” include each Secured Party. In accordance with Section 2856 of the California Civil Code, the Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to the Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses the Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in either case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed the Guarantor’s right of subrogation and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (Herbalife Ltd.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the a Borrower, any other Loan Party or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any other Loan PartyBorrowers; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrowers; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties any Secured Party to proceed against the a Borrower or any other Loan Party, proceed against or exhaust any security for any of the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ power whatsoeverof any Secured Party; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest full extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each The Foreign Guarantor waives (a) any defense arising by reason of any disability or or, to the fullest extent permitted by law, any other defense of the Borrower, any other Loan Party or any other guarantorForeign Obligor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent or any other Secured Party) of the liability of the Borrower or any other Loan PartyForeign Obligor; (b) any defense based on any claim that such the Foreign Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyDesignated Borrower; (c) the benefit of any statute of limitations affecting such the Foreign Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent or any other Secured Party to proceed against the Borrower or any other Loan PartyForeign Obligor, proceed against or exhaust any security for the IndebtednessForeign Obligor Obligations, or pursue any other remedy in the Guaranteed Administrative Agent’s or any other Secured Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any other Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Foreign Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each To the extent permitted by law, the Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Designated Borrower or any other guarantorguarantor (other than a defense of payment or performance), or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent or any Lender but excluding payment or performance) of the liability of the Borrower or any other Loan PartyDesignated Borrower; (b) any defense based on any claim that such the Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyDesignated Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent or any Lender to proceed against the Borrower or any other Loan PartyDesignated Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ Administrative Agent's or any Lender's power whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any Lender; and (fe) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than a defense of payment or performance). Each The Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Hasbro SA Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Hasbro SA Obligations, except, in each case, for notices expressly required under the Credit Agreement.
Appears in 1 contract
Certain Waivers. Each Secured Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower Borrowers or any other Loan Party; (b) any defense based on any claim that such Secured Guarantor’s obligations exceed or are more burdensome than those of the Borrower Borrowers or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Secured Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower Borrowers or any other Loan Party, proceed against or exhaust any security for the IndebtednessSecured Obligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, in each case, except for the defense of payment of the Obligations in full and the occurrence of the Facility Termination Date. Each Secured Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations. Each Secured Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code.
Appears in 1 contract
Certain Waivers. Each Guarantor waives each of the following with respect to the enforceability of this Guaranty: (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the any Guaranteed PartiesParty) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of any Guaranteed Parties’ power Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the any Guaranteed PartiesParty; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives with respect to the enforceability of this Guaranty all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (Morningstar, Inc.)
Certain Waivers. Each The Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Secured Parties) of the liability of the Borrower or any other Loan PartyBorrower; (bii) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (ciii) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (div) any right to require the Guaranteed Parties any Secured Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Secured Parties’ power whatsoever; (ev) until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Secured Parties; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “ principal ” include each of HIL and Holdings and references to the “ creditor ” include each Secured Party. In accordance with Section 2856 of the California Civil Code, the Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to the Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses the Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in either case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed the Guarantor’s right of subrogation and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (Herbalife Ltd.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent, the Sustainability Structuring Agent, any Lender or any L/C Issuer) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any of the Borrower or any other Loan PartyBorrowers; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent, the Sustainability Structuring Agent, any Lender or any L/C Issuer to proceed against the Borrower or any other Loan Partya Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ Administrative Agent’s, the Sustainability Structuring Agent’s, any Lender’s or any L/C Issuer’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent, on behalf of itself, the L/C Issuer and the Lenders; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the any Guaranteed PartiesParty) of the liability of the Borrower or any other Loan PartyGuarantor; (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the any Guaranteed Parties Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the such Guaranteed Parties’ Party ’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than a defense of full payment or performance). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (Athenahealth Inc)
Certain Waivers. Each Guarantor Holdings waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent, the L/C Issuer or any Lender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s Holdings’ obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s Holdings’ liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ power of the Administrative Agent, the L/C Issuer or any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent, the L/C Issuer or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor Holdings expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any holder of the Guaranteed PartiesObligations) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any holder of the Obligations whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any holder of the Guaranteed PartiesObligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each To the fullest extent permitted by applicable law, each Guarantor waives (a) any defense (other than the defense of payment in full of the Guaranteed Obligations) arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the any Guaranteed PartiesParty) of the liability of the Borrower or any other Loan PartyGuarantor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyGuarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyGuarantor, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the any Guaranteed Parties’ Party’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAgent or any Lender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s Guarantors’ obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s the Guarantors’ liability hereunder; (d) any right to require the Guaranteed Parties Agent or any Lender to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAgent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Beneficiary) of the liability of the Borrower or any other Loan Partythan due to the indefeasible payment in full in cash of the Guaranteed Obligations; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Partyguarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent or any other Beneficiary to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ Administrative Agent’s or any other Beneficiary’s power whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any other Beneficiary; and (fe) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives waives, to the maximum extent permitted by applicable law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of the terms set forth in this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Basic Energy Services Inc)
Certain Waivers. Each Guarantor waives to extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent, any Lender or the L/C Issuer) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy whatsoever in the Guaranteed Parties’ power whatsoeverof the Administrative Agent, any Lender or the L/C Issuer; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent, any Lender or the L/C Issuer; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (MSA Safety Inc)
Certain Waivers. Each Holdings and each Subsidiary Guarantor waives waives, to the fullest extent permitted by law, (ai) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Lender Party) of the liability of the Borrower or any other Loan PartyBorrowers; (bii) any defense based on any claim that such Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (ciii) the benefit of any statute of limitations affecting such Holdings’ or any Subsidiary Guarantor’s liability hereunder; (div) any right to require the Guaranteed Parties any Lender Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessSecured Obligations, or pursue any other remedy in the Guaranteed Parties’ power of any Lender Party whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Lender Party; and (fvi) to the fullest extent permitted by law, any and all other defenses (other than a defense of payment in full) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Holdings and each Subsidiary Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations, except as otherwise expressly set forth in this Agreement.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAgent or any Lender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s Guarantors' obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s the Guarantors' liability hereunder; (d) any right to require the Guaranteed Parties Agent or any Lender to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for any of the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ Agent's or any Lender's power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAgent or any Lender; and (f) to the fullest extent permitted by lawApplicable Law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other the defense of payment and performance in full). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty hereof or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor hereby, to the extent permitted by applicable Law, waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Creditor Party) of the liability of the Borrower or any (other Loan Partythan the defense of prior payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties requirement to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ power of any Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the any Guaranteed PartiesParty) of the liability of any Borrower other than indefeasible payment and performance in full of the Borrower or any other Loan Party; Guaranteed Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; Borrower, (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; , (d) any right to proceed, or to require the any Guaranteed Parties Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Parties’ power Party whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by the any Guaranteed Parties; Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party a Borrower or any other guarantorguarantor (other than the defense of payment), or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Lender) of the liability of the a Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the a Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations and the Additional Obligations, or pursue any other remedy in the Guaranteed Parties’ power whatsoever; of any Lender whatsoever and (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; any Lender, and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations or the Additional Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations or Additional Obligations.
Appears in 1 contract
Sources: Credit Agreement (Chase Corp)
Certain Waivers. Each Guarantor Parent waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any Borrower, other Loan Partythan Indefeasible Payment and Performance of All Obligations; (b) any defense based on any claim that such GuarantorParent’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrowers; (c) the benefit of any statute of limitations affecting such GuarantorParent’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power whatsoeverof any Secured Party whatsoever until such time as Indefeasible Payment and Performance of All Obligations; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party until such time as Indefeasible Payment and Performance of All Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than Indefeasible Payment and Performance of All Obligations). Each Guarantor Parent expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability disability, change in corporate existence or structure or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any other Loan PartyGuarantor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyGuarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses 81 or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAgent or any Lender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s Guarantors’ obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s the Guarantors’ liability hereunder; (d) any right to require the Guaranteed Parties Agent or any Lender to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for any of the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAgent or any Lender; and (f) to the fullest extent permitted by lawApplicable Law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other the defense of payment and performance in full). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty hereof or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each To the fullest extent permitted by applicable Law, each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Lender Party) of the liability of the Borrower or any other Loan Party; than indefeasible payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; Borrower, (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; , (d) any right to require the Guaranteed Parties any Lender Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ any Lender Party’s power whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; any Lender Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each To the fullest extent not prohibited by applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each Solely in its capacity as Guarantor hereunder and not as a borrower or in any other capacity, the Company waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Guaranteed Credit Parties or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesLender) of the liability of the Borrower or any other Loan Guaranteed Credit Party; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyGuaranteed Credit Parties; (c) the benefit of any statute of limitations affecting such Guarantor’s the Company’ liability hereunder; (d) any right to require proceed against any of the Guaranteed Parties to proceed against the Borrower or any other Loan PartyCredit Parties, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of the Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesLender; and (f) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided in Section 9.13 above, this Company Guaranty shall be governed by, and construed in accordance with, the Laws of the State of New York.
Appears in 1 contract
Sources: Letter of Credit Reimbursement Agreement (Reinsurance Group of America Inc)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of Agent, the Guaranteed PartiesL/C Issuer or any Lender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of Agent, the L/C Issuer or any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent, the Guaranteed PartiesL/C Issuer or any Lender; and (f) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each Domestic Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the any Guaranteed PartiesParty) of the liability of any Borrower other than payment and performance in full of the Borrower or any other Loan Party; Guaranteed Obligations, (b) any defense based on any claim that such Domestic Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; Borrower, (c) the benefit of any statute of limitations affecting such Domestic Guarantor’s liability hereunder; , (d) any right to require the any Guaranteed Parties Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the any Guaranteed Parties’ Party’s power whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party, (f) any of the Guaranteed Parties; items specified in Section 5 of the Canadian Guaranty and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Requirement of Law limiting the liability of or exonerating guarantors or sureties. Each Domestic Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Domestic Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability disability, change in corporate existence or structure or other defense of the Borrower, any other Loan Party Company or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower Company or any other Loan PartyGuarantor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower Company or any other Loan PartyGuarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyCompany, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; (f) any defense based on any claim that any Obligations are invalid or unenforceable; (g) the Guaranteed Partiesamendment or waiver of any Obligations; (h) any defense based on any allegation of non-perfection or release of Collateral in the context of a secured transaction; and (fi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating the Company, the Guarantors or any other guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (Madison Square Garden Entertainment Corp.)
Certain Waivers. Each Guarantor of the Guarantors waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor (in each case, other than defense of payment), or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Agent, any L/C Issuer, any Hedge Bank, any Cash Management Bank and any Lender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunderhereunder consistent with applicable Law; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any Agent, any L/C Issuer, any Hedge Bank, any Cash Management Bank and any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter (if any) held by the Guaranteed Partiesany Agent, any L/C Issuer, any Hedge Bank, any Cash Management Bank and any Lender; and (f) to the fullest extent permitted by law, any and all other defenses (other than defense of payment) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor of the Credit Parties expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.)
Certain Waivers. Each Guarantor of the Article X Guarantors waives (a) any defense arising by reason of any disability or other defense of any Borrower or the Borrower, any other Loan Party Article X Guarantor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any Borrower, other Loan Partythan Indefeasible Payment and Performance of All Obligations; (b) any defense based on any claim that such Guarantor’s obligations of either of the Article X Guarantors exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrowers; (c) the benefit of any statute of limitations affecting such either Article X Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the any Borrower or any the other Loan PartyArticle X Guarantor, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power whatsoeverof any Secured Party whatsoever until such time as Indefeasible Payment and Performance of All Obligations; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party until such time as Indefeasible Payment and Performance of All Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than Indefeasible Payment and Performance of All Obligations). Each Guarantor of the Article X Guarantors expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protestprotests, notices of dishonor dishonor, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation creation, or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. (a) Each Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Secured Parties) of the liability of the Borrower or any other Loan PartyBorrower; (bii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (ciii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (div) any right to require the Guaranteed Parties any Secured Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Secured Parties’ power whatsoever; (ev) until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Secured Parties; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “ principal ” include each of HIL and Holdings and references to the “ creditor ” include each Secured Party. In accordance with Section 2856 of the California Civil Code, each Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to such Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses such Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, to any other Guarantor or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in any case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed such Guarantor’s right of subrogation and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (Herbalife Ltd.)
Certain Waivers. Each The U.S. Guarantor waives (a) any defense arising by reason of any disability or or, to the fullest extent permitted by law, any other defense of the Borrower, any other Loan Party or any other guarantorParty, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent or any other Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such the U.S. Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such the U.S. Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent or any other Secured Party to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Administrative Agent’s or any other Secured Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any other Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The U.S. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor waives waives, to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessSecured Obligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability disability, change in corporate existence or structure or other defense of the Borrower, any other Loan Party Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any other Loan PartyGuarantor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyGuarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, 4894-8247-74844903-2775-7170 v.911 notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Certain Waivers. Each The Guarantor waives (a) except to the extent provided for in the Credit Agreement, any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesLender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Lender to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Indebtednessindebtedness, or pursue any other remedy in the Guaranteed Parties’ Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; Lender: and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations, including but not limited to the benefits of Chapter 34 of the Texas Business and Commerce Code, §17.001 of the Texas Civil Practice and Remedies Code, and Rule 31 of the Texas Rules of Civil Procedure, or any similar statute.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the any Guaranteed PartiesParty) of the liability of the Borrower or any (other Loan Partythan the defense of prior payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the any Guaranteed Parties Party to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for any of the IndebtednessGuaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Parties’ power whatsoeverParty; (e) any benefit of and any right to participate in any security now or hereafter held by the any Guaranteed PartiesParty; and (f) to the fullest full extent permitted by law, any and all other defenses (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. (a) Each Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Secured Parties) of the liability of the Borrower or any other Loan PartyBorrower; (bii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (ciii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (div) any right to require the Guaranteed Parties any Secured Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Secured Parties’ power whatsoever; (ev) until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Secured Parties; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “principal” include each of HIL and Holdings and references to the “creditor” include each Secured Party. In accordance with Section 2856 of the California Civil Code, each Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to such Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses such Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, to any other Guarantor or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in any case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed such Guarantor’s right of subrogation and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (Herbalife Ltd.)
Certain Waivers. Each Guarantor waives each of the following with respect to the enforceability of this Guaranty: (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the any Guaranteed PartiesParty) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of any Guaranteed Parties’ power Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the any Guaranteed PartiesParty; and (f) to the fullest extent permitted by law, any and all other defenses or benefits 137 that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives with respect to the enforceability of this Guaranty all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (Morningstar, Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party the Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability Finance Obligations of the Borrower or any other Loan Partythe Designated Borrower; (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan Partythe Designated Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Finance Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Finance Obligations.
Appears in 1 contract
Sources: Credit Agreement (Rayonier Advanced Materials Inc.)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the any Guaranteed PartiesParty) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those CHAR1\1806478v11CHAR1\1928004v5 of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Parties’ power Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the any Guaranteed PartiesParty; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (Parsons Corp)
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the a Borrower, any other Loan Party or any other guarantorGuarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Secured Party) of the liability of the Borrower or any other Loan PartyBorrowers; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrowers; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties any Secured Party to proceed against the a Borrower or any other Loan Party, proceed against or exhaust any security for any of the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Parties’ power whatsoeverof any Secured Party; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Secured Party; and (f) to the fullest full extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices (except notices explicitly required hereunder or under any other Loan Document) or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each (a) The Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Secured Parties) of the liability of the Borrower or any other Loan PartyBorrower; (bii) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (ciii) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (div) any right to require the Guaranteed Parties any Secured Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Guaranteed Secured Parties’ power whatsoever; (ev) until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Secured Parties; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “principal” include each of HIL and Holdings and references to the “creditor” include each Secured Party. In accordance with Section 2856 of the California Civil Code, the Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to the Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses the Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in either case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed the Guarantor’s right of subrogation and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (Herbalife Ltd.)
Certain Waivers. Each Subsidiary Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Lender Party) of the liability of the Borrower or any other Loan PartyBorrower; (bii) any defense based on any claim that such Subsidiary Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (ciii) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s 's liability hereunder; (div) except as expressly set forth in Section 10.02(g) below, any right to require the Guaranteed Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Borrower Obligations, or pursue any other remedy in the Guaranteed Parties’ power of any Lender Party whatsoever; (ev) except as expressly set forth in Section 10.02(g) below, any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Partiesany Lender Party; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Borrower Obligations, and all notices of acceptance of this Subsidiary Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Borrower Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed Partiesany Beneficiary) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Partyguarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent or any other Beneficiary to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ Administrative Agent’s or any other Beneficiary’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any other Beneficiary; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Guaranteed PartiesAdministrative Agent or any other Guaranty Beneficiary) of the liability of the Borrower or any other Loan Partythan indefeasible payment and performance in full of the Guaranteed Obligations; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties Administrative Agent or any other Guaranty Beneficiary to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ Administrative Agent’s or any other Guaranty Beneficiary’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed PartiesAdministrative Agent or any other Guaranty Beneficiary; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Laws limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract
Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any other Loan Party Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any holder of the Guaranteed PartiesObligations) of the liability of the any Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the any Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the Guaranteed Parties’ power of any holder of the Obligations whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any holder of the Guaranteed PartiesObligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.
Appears in 1 contract