Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 6 contracts
Samples: Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Energizer Holdings Inc), Credit Agreement (Chicos Fas Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans, Facility LCs or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Lenders has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any Lenders defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsLenders’ rights or remedies against the other Guarantorsguarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Lenders by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsLenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors.
(vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.
Appears in 6 contracts
Samples: Modification Agreement (Tri Pointe Homes, Inc.), Modification Agreement (Tri Pointe Homes, Inc.), Modification Agreement (Tri Pointe Homes, Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed ObligationsIndebtedness; (c3) notice of the amount of the Guaranteed ObligationsIndebtedness, subject, however, to each Guarantor’s 's right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations Secured Parties to ascertain the amount of the Guaranteed Obligations Indebtedness at any reasonable time; (d4) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s 's risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Secured Parties have or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations Indebtedness shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations Indebtedness or any security therefor; and (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s 's and the other Holders of Guaranteed Obligations’ Secured Parties' rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed ObligationsIndebtedness; any discharge of the other Guarantors’ ' obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s 's and the other Holders of Guaranteed Obligations’ Secured Parties' intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunderIndebtedness; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties under Section 1111(b) of Title 11 of the United States Code entitled “"Bankruptcy”", as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.:
Appears in 5 contracts
Samples: Guaranty (Quest Resource Corp), Guaranty (Quest Resource Corp), Guaranty (Quest Resource Corp)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral Pledged Equity provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 5 contracts
Samples: Credit Agreement (Bruker Corp), Credit Agreement (Bruker Corp), Credit Agreement (Esco Technologies Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) The Guarantor waives any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) and all notice of the amount acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, subjector the reliance by the Guaranteed Parties upon this Guaranty, howeveror the exercise of any right, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to ascertain have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. The Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon the amount of Designated Borrowers, the Guarantor or any other Person with respect to the Guaranteed Obligations.
(ii) Until the Guaranteed Obligations at have been paid in full in cash, the Guarantor waives (A) any reasonable time; defenses the Guarantor may have to the Guaranty by reason of an election of remedies by the Guaranteed Parties, (dB) notice any rights or defenses the Guarantor may have by reason of protection afforded to any adverse change in Designated Borrower or any other Loan Party pursuant to the financial condition anti-deficiency or other laws of the Borrower State of New York or of other applicable law (to the extent waivable under such applicable law) limiting or discharging the Designated Borrowers’ or such other Loan Party’s indebtedness, (C) any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense defenses arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the Designated Borrowers or any other Guarantors guarantor, or by reason of the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the other Guarantors in respect thereof;
any Designated Borrower, (aD) any rights to assert against defenses based on any claim that the Administrative Agent and Guarantor’s obligations exceed or are more burdensome than those of the other Holders of Guaranteed Obligations any defense Designated Borrowers, (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (bE) any defense, set-off, counterclaim, right to compel any Guaranteed Party to proceed against or claim, of exhaust any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of security for the Guaranteed Obligations (or to proceed against such security in a particular order) or to pursue any security therefor; other remedy in such Guaranteed Party’s power whatsoever, and (cF) any defense such Guarantor has to performance hereunder, benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties.
(iii) The Guarantor warrants and agrees that each of the waivers set forth herein is made with full knowledge of its significance and consequences and that if any such Guarantor has waivers are determined to be exoneratedcontrary to any applicable law or public policy, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations such waivers shall be effective only to the Administrative Agent and the other Holders of Guaranteed Obligations maximum extent permitted by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantorslaw.
Appears in 5 contracts
Samples: Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc)
Additional Waivers. Notwithstanding To the fullest extent permitted by law and notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 5 contracts
Samples: Guaranty (Tredegar Corp), Guaranty (Tredegar Corp), Guaranty (Tredegar Corp)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents Note Purchase Agreement or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and the Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among under the Loan DocumentsNote Purchase Agreement or the Notes; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan DocumentsNote Purchase Agreement) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has have or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 4 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Stepan Co), Guaranty (Stepan Co)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waiveswaives to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofarising under the Loan Documents;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidperformed) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 4 contracts
Samples: Loan Agreement (NetApp, Inc.), Credit Agreement (Electronic Arts Inc.), Credit Agreement (NetApp, Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) Each Subsidiary Guarantor waives any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) and all notice of the amount acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, subjector the reliance by the Guaranteed Parties upon this Guaranty, howeveror the exercise of any right, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to ascertain have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon the amount of Borrowers, such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person with respect to the Guaranteed Obligations.
(ii) Until the Guaranteed Obligations at have been paid in full in cash, each Subsidiary Guarantor waives (A) any reasonable time; defenses such Subsidiary Guarantor may have to the Guaranty by reason of an election of remedies by the Guaranteed Parties, (dB) notice any rights or defenses such Subsidiary Guarantor may have by reason of protection afforded to any adverse change in Borrower or any other Loan Party pursuant to the financial condition anti-deficiency or other laws of the Borrower State of New York or of other applicable law (to the extent waivable under such applicable law) limiting or discharging the Borrowers’ or such other Loan Party’s indebtedness, (C) any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense defenses arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the Borrowers or any other Guarantors guarantor, or by reason of the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the other Guarantors in respect thereof;
any Borrower, (aD) any rights to assert against defenses based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Administrative Agent and the other Holders of Guaranteed Obligations any defense Borrowers, (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (bE) any defense, set-off, counterclaim, right to compel any Guaranteed Party to proceed against or claim, of exhaust any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of security for the Guaranteed Obligations (or to proceed against such security in a particular order) or to pursue any security therefor; other remedy in such Guaranteed Party’s power whatsoever, and (cF) any defense such Guarantor has to performance hereunder, benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties.
(iii) Each Subsidiary Guarantor warrants and agrees that each of the waivers set forth herein is made with full knowledge of its significance and consequences and that if any such Guarantor has waivers are determined to be exoneratedcontrary to any applicable law or public policy, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations such waivers shall be effective only to the Administrative Agent and the other Holders of Guaranteed Obligations maximum extent permitted by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantorslaw.
Appears in 3 contracts
Samples: Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which that such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which that shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 3 contracts
Samples: Credit Agreement (Universal Corp /Va/), Loan Agreement (Universal Corp /Va/), Credit Agreement (Universal Corp /Va/)
Additional Waivers. Notwithstanding anything herein (a) Borrower has read and hereby approves the Note, this Deed of Trust, the other Loan Documents and all other agreements and documents relating thereto. Borrower acknowledges that it has been represented by counsel of its choice to review this Deed of Trust, the Note, the other Loan Documents and all other documents relating thereto and said counsel has explained and Borrower understands the provisions thereof, or that Borrower has voluntarily declined to retain such counsel.
(b) Borrower hereby expressly waives diligence, demand, presentment, protest and notice of every kind and nature whatsoever (unless as otherwise required under this Deed of Trust) and waives any right to require Lender to enforce any remedy against any guarantor, endorser or other person whatsoever prior to the contrary, each exercise of the Guarantors hereby absolutely, unconditionally, knowingly, its rights and expressly waives:
remedies hereunder or otherwise. Borrower waives any right to require Lender to: (i) proceed or exhaust any right it may have to revoke this Guaranty as to future indebtedness collateral security given or notice of acceptance hereof;
held by Lender in connection with the Obligations; (ii) (a) give notice of acceptance hereof; (b) notice the terms, time and place of any loans public or private sale of any real or personal property security for the Obligations or other financial accommodations made or extended under guaranty of the Loan Documents or the creation or existence of any Guaranteed Obligations; or (iii) pursue any other remedy in Lender's power whatsoever.
(c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) Until all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full, Borrower: (i) shall not have any right of subrogation to any of the other Guarantors rights of Lender against any guarantor, maker or by reason of the cessation from endorser; (ii) waives any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) right to enforce any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal remedy which Lender now has or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable guarantor, maker or endorser; and (iii) waives any benefit of, and any other right to participate in, any collateral security for the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension guaranty of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights Obligations now or remedies against the other Guarantors; the alteration hereafter held by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsLender.
Appears in 3 contracts
Samples: Deed of Trust and Security Agreement (Behringer Harvard Reit I Inc), Deed of Trust and Security Agreement (Behringer Harvard Reit I Inc), Deed of Trust and Security Agreement (Behringer Harvard Reit I Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) waives (a) notice of acceptance hereof; (b) notice of any loans Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each GuarantorBorrower’s right to make inquiry of the Administrative Agent Agent, the Lenders and Holders of Guaranteed Obligations the LC Issuers to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such GuarantorBorrower’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsDocuments to which Borrowers are a party; (f) notice of any Default or Event of Unmatured Default; and (g) all other notices (except except, in each case, if such notice is specifically required to be given to such Guarantor any Borrower hereunder or under the Loan Documents) Documents to which Borrowers are a party and demands to which each Guarantor such Borrower might otherwise be entitled;
); (iiih) its right, if any, to require the Administrative Agent and the other Holders any right of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations subrogation such Borrower has or may have against, as against the other Guarantors Borrowers with respect to the Obligations; (i) any right to proceed against the other Borrowers or any third partyother Person, now or against any collateral provided by the other Guarantorshereafter, for contribution, indemnity, reimbursement, or any third party; other suretyship rights and each Guarantor further waives any defense claims, whether direct or indirect, liquidated or contingent, whether arising by reason of any disability under express or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors implied contract or by reason operation of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable)law, set-off, counterclaim, or claim which such Guarantor Borrower may now have or at any time hereafter have as against the other Guarantors or any other party liable Borrowers with respect to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(vj) any defense arising by reason right to proceed or seek recourse against or with respect to any property or asset of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsBorrowers.
Appears in 3 contracts
Samples: 5 Year Revolving Credit Agreement (Zep Inc.), Revolving Credit Agreement (Acuity Brands Inc), 5 Year Revolving Credit Agreement (Acuity Brands Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (aA) notice of acceptance hereof; (bB) notice of any loans or other financial accommodations made or extended maintained under the Loan Documents or the creation or existence of any Guaranteed Obligations; (cC) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (dD) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (eE) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (fF) notice of any Default or Event of Default; and (gG) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder under this Guaranty or under the other Loan Documents) and demands to which each Subsidiary Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Secured Parties now have or may hereafter have against, any other guarantor of the other Guarantors Guaranteed Obligations or any third party, or against any collateral provided by the such other Guarantors, guarantors or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof;
(aiv) (A) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against any other guarantor of the other GuarantorsGuaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (aA) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (bB) any election by the Administrative Agent and the other Holders Secured Parties under any provision of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”any state or federal bankruptcy, as now and hereafter in effect (insolvency or any successor statute), similar law to limit the amount of, or any collateral securing, its claim against the Subsidiary Guarantors.
Appears in 3 contracts
Samples: Credit Agreement (Tpi Composites, Inc), Credit Agreement and Guaranty and Revenue Interest Financing Agreement (Impel Pharmaceuticals Inc), Credit and Guaranty Agreement (Athenex, Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Secured Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Unmatured Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Secured Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Secured Obligations has or may have against, the other Guarantors or any third party, or against any collateral Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Secured Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Secured Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Secured Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Secured Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Secured Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Secured Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Secured Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Secured Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Secured Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.:
Appears in 3 contracts
Samples: Guaranty (Encore Capital Group Inc), Guaranty (Abx Air Inc), Guaranty (Encore Capital Group Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (aA) notice of acceptance hereof; (bB) notice of any loans or other financial accommodations made or extended maintained under the Loan Documents or the creation or existence of any Guaranteed Obligations; (cC) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative the Agent and Holders of Guaranteed Obligations the Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (dD) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (eE) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (fF) notice of any Default or Event of Default; and (gG) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder under this Guaranty or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Secured Parties now have or may hereafter have against, any other guarantor of the other Guarantors Guaranteed Obligations or any third party, or against any collateral provided by the such other Guarantors, guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof;
(aA) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against the any other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations guarantor of the Guaranteed Obligations; (2) the alteration by the Agent and the Secured Parties of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (b) any election by the Administrative Agent and the other Holders Secured Parties under any provision of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), Debtor Relief Law to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 3 contracts
Samples: Term Loan Agreement (Sorrento Therapeutics, Inc.), Term Loan Agreement (Sorrento Therapeutics, Inc.), Term Loan Agreement (Sorrento Therapeutics, Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofindebtedness;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (cb) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and the Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (dc) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (fd) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has have or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations with respect to the Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; and (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 3 contracts
Samples: Credit Agreement (Hillenbrand, Inc.), Credit Agreement (Hillenbrand, Inc.), Credit Agreement (Hillenbrand, Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each GuarantorBorrower’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations Bank to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such GuarantorBorrower’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of DefaultDocuments to which Borrowers are a party; and (g6) all other notices (except if such notice is specifically required to be given to such Guarantor Borrowers hereunder or under the Loan DocumentsDocuments to which Borrowers are a party) and demands to which each Guarantor such Borrower might otherwise be entitled;.
(iiib) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Holders of Guaranteed Obligations Bank to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Bank has or may have against, the other Guarantors Borrowers or any third party, or against any collateral for the Obligations provided by the other GuarantorsBorrowers, or any third party; and each Guarantor . Each Borrower further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors Borrowers or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Borrowers in respect thereof;.
(a1) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Bank any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor Borrower may now or at any time hereafter have against the other Guarantors Borrowers or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsBank; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor Borrower has to performance hereunder, and any right such Guarantor Borrower has to be exonerated, provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: the impairment or suspension of the Administrative AgentBank’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other GuarantorsBorrowers; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Bank of the Guaranteed Obligations; any discharge of the other GuarantorsBorrowers’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Bank by operation of law as a result of the Administrative AgentBank’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Bank of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such GuarantorBorrower’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such GuarantorBorrower’s liability hereunder; and.
(vd) Each Borrower absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by Bank including any defense based upon an election of remedies by Bank under the Administrative Agent provisions of Sections 580a, 580b, 580d, and 726 of the California Code of Civil Procedure or any similar law of California or any other Holders of Guaranteed Obligationsjurisdiction; or (bii) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Bank under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against Borrowers. Pursuant to California Civil Code Section 2856(b):
(i) Each Borrower waives all rights and defenses arising out of an election of remedies by the Guarantorscreditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Borrower’s rights of subrogation and reimbursement against the other Borrowers by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise.
(ii) Each Borrower waives all rights and defenses that such Borrower may have because the Obligations are secured by real property. This means, among other things:
(1) Bank may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by the other Borrowers; and (2) if Bank forecloses on any real property collateral pledged by the other Borrowers: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Bank may collect from such Borrower even if Bank, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from the other Borrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Borrower may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.
(e) Each Borrower hereby absolutely, unconditionally, knowingly, and expressly waives: (i) any right of subrogation such Borrower has or may have as against the other Borrowers with respect to the Obligations; (ii) any right to proceed against the other Borrowers or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which such Borrower may now have or hereafter have as against the other Borrowers with respect to the Obligations; and (iii) any right to proceed or seek recourse against or with respect to any property or asset of the other Borrowers.
(f) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH BORROWER HEREBY ABSOLUTELY, KNOWINGLY, UNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580c, 580d, AND 726, CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, 3605, 9504, 9505, AND 9507, AND CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL CODE.
Appears in 3 contracts
Samples: Credit Agreement (Winc, Inc.), Credit Agreement (Winc, Inc.), Credit Agreement (Winc, Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”” or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 3 contracts
Samples: Guaranty (Cimpress N.V.), Amendment and Restatement Agreement (Vistaprint N.V.), Credit Agreement (Vistaprint N.V.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (EDGEWELL PERSONAL CARE Co), Credit Agreement (EDGEWELL PERSONAL CARE Co)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waiveswaives to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofarising under the Loan Documents;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (Microchip Technology Inc), Credit Agreement (Microchip Technology Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s Borrower's right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations Lender to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such Guarantor’s Borrower's risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of DefaultDocuments to which Borrowers are a party; and (g6) all other notices (except if such notice is specifically required to be given to such Guarantor Borrowers hereunder or under the Loan DocumentsDocuments to which Borrowers are a party) and demands to which each Guarantor such Borrower might otherwise be entitled;.
(iiib) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lender to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Lender has or may have against, the other Guarantors Borrowers or any third party, or against any collateral for the Obligations provided by the other GuarantorsBorrowers, or any third party; and each Guarantor . Each Borrower further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors Borrowers or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Borrowers in respect thereof;.
(a1) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Lender any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor Borrower may now or at any time hereafter have against the other Guarantors Borrowers or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsLender; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor Borrower has to performance hereunder, and any right such Guarantor Borrower has to be exonerated, provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ Lender's rights or remedies against the other GuarantorsBorrowers; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Lender of the Guaranteed Obligations; any discharge of the other Guarantors’ Borrowers' obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Lender by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ Lender's intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Lender of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such Guarantor’s Borrower's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s Borrower's liability hereunder; and.
(vd) Each Borrower absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by Lender including any defense based upon an election of remedies by Lender under the Administrative Agent provisions of Sections 580a, 580b, 580d, and 726 of the California Code of Civil Procedure or any similar law of California or any other Holders of Guaranteed Obligationsjurisdiction; or (bii) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Lender under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against Borrowers. Pursuant to California Civil Code Section 2856(b):
(i) Each Borrower waives all rights and defenses arising out of an election of remedies by the Guarantorscreditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Borrower's rights of subrogation and reimbursement against the other Borrowers by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise.
(ii) Each Borrower waives all rights and defenses that such Borrower may have because the Obligations are secured by real property. This means, among other things:
(1) Lender may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by the other Borrowers; and (2) if Lender forecloses on any real property collateral pledged by the other Borrowers: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Lender may collect from such Borrower even if Lender, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from the other Borrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Borrower may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.
(e) Each Borrower hereby absolutely, unconditionally, knowingly, and expressly waives: (i) any right of subrogation such Borrower has or may have as against the other Borrowers with respect to the Obligations; (ii) any right to proceed against the other Borrowers or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which such Borrower may now have or hereafter have as against the other Borrowers with respect to the Obligations; and (iii) any right to proceed or seek recourse against or with respect to any property or asset of the other Borrowers.
(f) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH BORROWER HEREBY ABSOLUTELY, KNOWINGLY, UNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580c, 580d, AND 726, CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, 3605, 9504, 9505, AND 9507, AND CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL CODE.
Appears in 2 contracts
Samples: Business Financing Agreement, Business Financing Agreement (Selectica Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans, Letters of Credit or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the any other Loan DocumentsDocument) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties has or may have against, the other Guarantors or any third party, or against any collateral Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against the other Guarantorsguarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Guaranty (Advisory Board Co), Guaranty (Advisory Board Co)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (aA) notice of acceptance hereof; (bB) notice of any loans or other financial accommodations made or extended maintained under the Loan Documents or the creation or existence of any Guaranteed Obligations; (cC) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (dD) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (eE) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (fF) notice of any Default or Event of Default; and (gG) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder under this Guaranty or under the other Loan Documents) and demands to which each Subsidiary Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Secured Parties now have or may hereafter have against, any other guarantor of the other Guarantors Guaranteed Obligations or any third party, or against any collateral Collateral provided by the such other Guarantors, guarantors or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof;
(aiv) (A) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against any other guarantor of the other GuarantorsGuaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (aA) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (bB) any election by the Administrative Agent and the other Holders Secured Parties under any provision of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”any state or federal bankruptcy, as now and hereafter in effect (insolvency or any successor statute), similar law to limit the amount of, or any collateral Collateral securing, its claim against the Subsidiary Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (Seres Therapeutics, Inc.), Credit Agreement (scPharmaceuticals Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waiveswaives to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations, including any increase, extension, substitution, amendment, renewal or other modification thereof; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders any Holder of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders any Holder of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders any Holder of Guaranteed Obligations any defense (legal or equitable), set-offset‑off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against any Borrower or any of the other Guarantors or any other party liable to the Administrative Agent and the other Holders any Holder of Guaranteed Obligations; (b) any defense, set-offset‑off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders any Holder of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders any Holder of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders any Holder of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders any Holder of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders any Holder of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and;
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders any Holder of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders any Holder of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors; and
(vi) 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.
Appears in 2 contracts
Samples: Term Loan Agreement (Global Payments Inc), Credit Agreement (Global Payments Inc)
Additional Waivers. Notwithstanding To the fullest extent permitted by law and notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (Newmarket Corp), Credit Agreement (Newmarket Corp)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans, Letters of Credit or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s 's right to make inquiry of the Administrative Agent and Holders of the Guaranteed Obligations Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s 's risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Parties has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders Guaranteed Parties unless due to the gross negligence or willful misconduct of the Administrative Agent or such Guaranteed ObligationsParty as determined by a court of competent jurisdiction in a final non-appealable judgment; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security thereforObligations; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s 's and the other Holders of Guaranteed Obligations’ Parties' rights or remedies against the other Guarantorsguarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ ' obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Parties by operation of law as a result of the Administrative Agent’s 's and the other Holders of Guaranteed Obligations’ Parties' intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s 's liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsParties; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Parties under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, of its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (CBL & Associates Properties Inc), Credit Agreement (CBL & Associates Properties Inc)
Additional Waivers. Notwithstanding anything herein to the contrarycontrary and to the fullest extent permitted by applicable law, each of the Guarantors hereby absolutely, irrevocably, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents Documents, any Swap Agreement or any Banking Services Agreement or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents, Swap Agreements and Banking Services Agreements; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents, the applicable Swap Agreement or the applicable Banking Services Agreement) and demands to which each such Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidPaid in Full) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validitylegality, validity or enforceability of the Guaranteed Obligations or any part thereof or any present or future security or collateral therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer defers or delay delays the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors; in each case, other than the Payment in Full of the Guaranteed Obligations.
Appears in 2 contracts
Samples: Credit Agreement (LogMeIn, Inc.), Credit Agreement (LogMeIn, Inc.)
Additional Waivers. Notwithstanding anything herein to (a) Without limiting the contrarywaivers in the foregoing paragraph, each of the Guarantors Guarantor hereby absolutely, unconditionally, knowingly, and expressly further waives:
(i) any right it may have defense arising by reason of or deriving from (A) an election of remedies by the Administrative Agent and the other Lender Group members or (B) any election by the Administrative Agent and the Lender Group members under Section 1111(b) of the Bankruptcy Code to revoke this Guaranty as to future indebtedness limit the amount of, or notice any collateral securing, its claim against such Guarantor, any other Credit Party or any other guarantor of acceptance hereofthe Obligations;
(ii) (a) notice all rights and defenses arising out of acceptance hereof; (b) notice an election of any loans or other financial accommodations made or extended under remedies by the Loan Documents or the creation or existence creditor, even though that election of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligationsremedies, subjectsuch as a nonjudicial foreclosure with respect to security for a guaranteed obligation, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase may have destroyed such Guarantor’s risk hereunder; (e) notice rights of presentment for payment, demand, protest, subrogation and notice thereof as to reimbursement against any instruments among other Credit Party or guarantor of the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitledObligations;
(iii) its the benefits of any similar in any jurisdiction purporting to allow a guarantor to revoke a continuing guaranty with respect to any transactions occurring after the date of the guaranty; and
(iv) such Guarantor’s right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lender Group members to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Lender Group members have or may have against, against any other Credit Party or guarantor of the other Guarantors Obligations or any third party, or against any collateral provided by any other guarantor of the other GuarantorsObligations, or any third party; and each such Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of any other Credit Party or guarantor of the other Guarantors Obligations or by reason of the cessation from any cause whatsoever of the liability of the such other Guarantors Credit Parties or guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (Installed Building Products, Inc.), Credit Agreement (Installed Building Products, Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents Credit Agreement or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among related to the Loan DocumentsCredit Agreement; (f) notice of any Unmatured Event of Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan DocumentsGuarantor) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Guaranty (Sara Lee Corp), Guaranty (D.E Master Blenders 1753 B.V.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsObligations (other than Payment and Termination in Full); (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Term Loan Agreement (Lam Research Corp), Credit Agreement (Lam Research Corp)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Obligor absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) waives (a) notice of acceptance hereof; (b) notice of any loans Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Obligors are a party or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each GuarantorObligor’s right to make inquiry of the Administrative Agent Agent, the Lenders and Holders of Guaranteed Obligations the LC Issuers to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower other Obligors or of any other fact that might increase such GuarantorObligor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsDocuments to which Obligors are a party; (f) notice of any Default or Event of Unmatured Default; and (g) all other notices (except except, in each case, if such notice is specifically required to be given to such Guarantor any Obligor hereunder or under the Loan Documents) Documents to which Obligors are a party and demands to which each Guarantor such Obligor might otherwise be entitled;
); (iiih) its right, if any, to require the Administrative Agent and the other Holders any right of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations subrogation such Obligor has or may have against, as against the other Guarantors Obligors with respect to the Obligations; (i) any right to proceed against the other Obligors or any third partyother Person, now or against any collateral provided by the other Guarantorshereafter, for contribution, indemnity, reimbursement, or any third party; other suretyship rights and each Guarantor further waives any defense claims, whether direct or indirect, liquidated or contingent, whether arising by reason of any disability under express or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors implied contract or by reason operation of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable)law, set-off, counterclaim, or claim which such Guarantor Obligor may now have or at any time hereafter have as against the other Guarantors or any other party liable Obligors with respect to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(vj) any defense arising by reason right to proceed or seek recourse against or with respect to any property or asset of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsObligors.
Appears in 2 contracts
Samples: Credit Agreement (Acuity Brands Inc), Credit Agreement (Acuity Brands Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Lenders has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any Lenders defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; and (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsLenders’ rights or remedies against the other Guarantorsguarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Lenders by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsLenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Guaranty (Nelnet Inc), Guaranty (Nelnet Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness Indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder or under the Loan Documents) and demands to which each Subsidiary Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Collateral Agent, the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Collateral Agent, the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties has or may have against, the other Subsidiary Guarantors or any third party, or against any collateral Collateral provided by the other Subsidiary Guarantors, or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than a defense of payment or performance or the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidTermination Date has occurred) of the other Subsidiary Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Subsidiary Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against the other Subsidiary Guarantors or any other party liable to the Administrative Agent and the other Holders Secured Parties (other than a defense of Guaranteed Obligationspayment or performance or the defense that the Termination Date has occurred); (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense (other than a defense of payment or performance or the defense that the Termination Date has occurred) such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against the other Subsidiary Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed Obligations; any discharge of the other Subsidiary Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Subsidiary Guarantors.
Appears in 2 contracts
Samples: Guaranty (Xperi Holding Corp), Guaranty (Tessera Holding Corp)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Unmatured Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (Fuller H B Co), Credit Agreement (Fuller H B Co)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) waives (a) notice of acceptance hereof; (b) notice of any loans Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s Borrower's right to make inquiry of the Administrative Agent Agent, the Lenders and Holders of Guaranteed Obligations the LC Issuers to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such Guarantor’s Borrower's risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsDocuments to which Borrowers are a party; (f) notice of any Default or Event of Unmatured Default; and (g) all other notices (except except, in each case, if such notice is specifically required to be given to such Guarantor any Borrower hereunder or under the Loan Documents) Documents to which Borrowers are a party and demands to which each Guarantor such Borrower might otherwise be entitled;
); (iiih) its right, if any, to require the Administrative Agent and the other Holders any right of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations subrogation such Borrower has or may have against, as against the other Guarantors Borrowers with respect to the Obligations; (i) any right to proceed against the other Borrowers or any third partyother Person, now or against any collateral provided by the other Guarantorshereafter, for contribution, indemnity, reimbursement, or any third party; other suretyship rights and each Guarantor further waives any defense claims, whether direct or indirect, liquidated or contingent, whether arising by reason of any disability under express or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors implied contract or by reason operation of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable)law, set-off, counterclaim, or claim which such Guarantor Borrower may now have or at any time hereafter have as against the other Guarantors or any other party liable Borrowers with respect to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(vj) any defense arising by reason right to proceed or seek recourse against or with respect to any property or asset of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsBorrowers.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Acuity Brands Inc), 364 Day Revolving Credit Agreement (L&c Spinco Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s Borrower's right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations Bank to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such Guarantor’s Borrower's risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsDocuments to which Borrowers are a party; (f6) notice of any Unmatured Event of Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor Borrowers hereunder or under the Loan DocumentsDocuments to which Borrowers are a party) and demands to which each Guarantor such Borrower might otherwise be entitled;.
(iiib) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Holders of Guaranteed Obligations Bank to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Bank has or may have against, the other Guarantors Borrowers or any third party, or against any collateral for the Obligations provided by the other GuarantorsBorrowers, or any third party; and each Guarantor . Each Borrower further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors Borrowers or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Borrowers in respect thereof;.
(a1) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Bank any defense (legal or and equitable), set-off, counterclaim, or claim which such Guarantor Borrower may now or at any time hereafter have against the other Guarantors Borrowers or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsBank; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor Borrower has to performance hereunder, and any right such Guarantor Borrower has to be exoneratedexonerate, provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ Bank's rights or remedies against the other GuarantorsBorrowers; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Bank of the Guaranteed Obligations; any discharge of the other Guarantors’ Borrowers' obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Bank by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ Bank's intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Bank of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such Guarantor’s Borrower's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s Borrower's liability hereunder; and.
(vd) Each Borrower absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by Bank including any defense based upon an election of remedies by Bank under the Administrative Agent provisions of Sections 580a, 580b, 580d, and 726 of the California Code of Civil Procedure or any similar law of California or any other Holders of Guaranteed Obligationsjurisdiction; or (bii) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Bank under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsBorrowers. Pursuant to California Civil Code Section 2856(b):
(i) Each Borrower waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Borrower's rights of subrogation and reimbursement against the other Borrowers by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise.
(ii) Each Borrower waives all rights and defenses that such Borrower may have because the Obligations are secured by real property. This means, among other things:
(1) Bank may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by the other Borrowers; and (2) if Bank forecloses on any real property collateral pledged by the other Borrowers: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Bank may collect from such Borrower even if Bank, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from the other Borrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Borrower may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.
(e) If any of the Obligations at any time are secured by a mortgage or deed of trust upon real property, Bank may elect, in its sole discretion, upon a default with respect to the Obligations, to foreclose such mortgage or deed of trust judicially or nonjudicially in any manner permitted by law, before or after enforcing this Agreement and the Loan Documents, without diminishing or affecting the liability of any Borrower hereunder except to the extent the Obligations are repaid with the proceeds of such foreclosure. Each Borrower understands that (a) by virtue of the operation of California's antideficiency law applicable to nonjudicial foreclosures, an election by Bank nonjudicially to foreclose such a mortgage or deed of trust probably would have the effect of impairing or destroying rights of subrogation, reimbursement, contribution, or indemnity of such Borrower against the other Borrowers or other guarantors or sureties, and (b) absent the waiver given by such Borrower, such an election would prevent Bank from enforcing this Agreement and the Loan Documents to which Borrowers are a party against such Borrower. Understanding the foregoing, and understanding that such Borrower is hereby relinquishing a defense to the enforceability of this Agreement and the Loan Documents to which Borrowers are a party, such Borrower hereby waives any right to assert against Bank any defense to the enforcement of this Agreement and the Loan Documents to which Borrowers are a party, whether denominated "estoppel" or otherwise, based on or arising from an election by Bank nonjudicially to foreclose any such mortgage or deed of trust. Each Borrower understands that the effect of the foregoing waiver may be that each Borrower may have liability hereunder for amounts with respect to which such Borrower may be left without rights of subrogation, reimbursement, contribution, or indemnity against the other Borrower or other guarantors or sureties. Each Borrower also agrees that the "fair market value" provisions of Section 580a of the California Code of Civil Procedure shall have no applicability with respect to the determination of such Borrower's liability under this Agreement and the Loan Documents to which Borrowers are a party.
(f) Each Borrower hereby absolutely, unconditionally, knowingly, and expressly waives: (i) any right of subrogation such Borrower has or may have as against the other Borrowers with respect to the Obligations; (ii) any right to proceed against the other Borrowers or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which such Borrower may now have or hereafter have as against the other Borrowers with respect to the Obligations; and (iii) any right to proceed or seek recourse against or with respect to any property or asset of the other Borrowers.
(g) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH BORROWER HEREBY ABSOLUTELY, KNOWINGLY, UNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580c, 580d, AND 726, CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, AND 3605, AND CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL CODE.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Deckers Outdoor Corp), Credit Agreement (Deckers Outdoor Corp)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (aA) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (cB) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations the Trustee to ascertain the amount of the Guaranteed Obligations at any reasonable time; (dC) notice of any adverse change in the financial condition of the Borrower Company or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (eD) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsSecurities; (fE) notice of any Default or Event of Default; and (gF) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder or under the Loan Documentshereunder) and demands to which each Subsidiary Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent Trustee and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent Trustee and the other Holders of Guaranteed Obligations has now have or may hereafter have against, any other guarantor of the other Guarantors Guaranteed Obligations or any third party, or against any collateral provided by the such other Guarantors, guarantors or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof;
(aA) any rights to assert against the Administrative Agent Trustee and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent Trustee and the other Holders of Guaranteed ObligationsHolders; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative AgentTrustee’s and the other Holders of Guaranteed ObligationsHolders’ rights or remedies against the any other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations guarantor of the Guaranteed Obligations; (2) the alteration by the Trustee and the Holders of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent Trustee and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative AgentTrustee’s and the other Holders of Guaranteed ObligationsHolders’ intervention or omission; or (4) the acceptance by the Administrative Agent Trustee and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent Trustee and the other Holders of Guaranteed ObligationsHolders; or (b) any election by the Administrative Agent Trustee and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Subsidiary Guarantors.
Appears in 2 contracts
Samples: Indenture (Arvinmeritor Inc), Supplemental Indenture (Arvinmeritor Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby (a) The Borrower absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Advances or other financial accommodations made or extended under the Affiliate Credit Agreement or the Affiliate Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s the Borrower's right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations the Lender to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Affiliate Borrower or of any other fact that might increase such Guarantor’s the Borrower's risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Affiliate Loan Documents; (f6) notice of any Event of Default or Event of DefaultDefault under the Affiliate Credit Agreement; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor the Borrower hereunder or under the Loan DocumentsDocuments to which the Borrower is a party) and demands to which each Guarantor the Borrower might otherwise be entitled;.
(iiiii) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lender to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Lender has or may have against, against the other Guarantors Affiliate Borrower or any third partyPerson, or against any collateral for the Obligations provided by the other Guarantors, Affiliate Borrower or any third party; and each Guarantor Person. The Borrower further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors any third party or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors any third party in respect thereof;.
(aiii) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Lender any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor the Borrower may now or at any time hereafter have against the other Guarantors Affiliate Borrower or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsLender; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor the Borrower has to performance hereunder, and any right such Guarantor The Borrower has to be exonerated, provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ Lender's rights or remedies against the other GuarantorsAffiliate Borrower or any third Person; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Lender of the Guaranteed Obligations; any discharge of the other Guarantors’ Affiliate Borrower or any third Person's obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Lender by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ Lender's intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Lender of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting the Affiliate Borrower or such Guarantor’s third Person's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s the Borrower's liability hereunder.
(iv) The Borrower hereby absolutely, unconditionally, knowingly, and expressly waives: (i) any right of subrogation the Borrower has or may have as against the Affiliate Borrower or any third Person with respect to the Obligations; and(ii) any right to proceed against the Affiliate Borrower or any third Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which the Borrower may now have or hereafter have as against the Affiliate Borrower or any third Person with respect to the Obligations; and (iii) any right to proceed or seek recourse against or with respect to any property or asset of the Affiliate Borrower or any third Person.
(v) The Borrower absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by the Administrative Agent Lender including any defense based upon an election of remedies by the Lender under the provisions of Sections 580a, 580b, 580d, and 726 of the California Code of Civil Procedure or any similar law of California or any other Holders of Guaranteed Obligationsjurisdiction; or (bii) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Lender under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsAffiliate Borrower. Pursuant to California Civil Code Section 2856(b): The Borrower waives all rights and defenses arising out of an election of remedies by the Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed the Borrower's rights of subrogation and reimbursement against the Affiliate Borrower by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. The Borrower waives all rights and defenses that the Borrower may have because the Obligations are secured by real property. This means, among other things: (1) the Lender may collect from the Borrower without first foreclosing on any real or personal property collateral pledged by the Affiliate Borrower; and (2) if the Lender forecloses on any real property collateral pledged by the Affiliate Borrower: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) the Lender may collect from the Borrower even if the Lender, by foreclosing on the real property collateral, has destroyed any right The Borrower may have to collect from the Affiliate Borrower. This is an unconditional and irrevocable waiver of any rights and defenses the Borrower may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.
(b) The Borrower also agrees that the "fair market value" provisions of Section 580a of the California Code of Civil Procedure shall have no applicability with respect to the determination of the Borrower's liability under this Agreement and the Loan Documents to which the Borrower is a party.
(c) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, THE BORROWER HEREBY ABSOLUTELY, KNOWINGLY, UNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580c, 580d AND 726, CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, AND 3605, AND CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL CODE.
Appears in 2 contracts
Samples: Credit and Security Agreement (Pro Dex Inc), Credit and Security Agreement (Pro Dex Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waiveswaives to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofarising under the Loan Documents;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (Taleo Corp), Credit Agreement (Informatica Corp)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors Individual Guarantor hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it the Individual Guarantor may have to revoke this Guaranty Guarantee as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b1) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c2) notice of the amount of the Guaranteed Obligations, subject, however, to each the Individual Guarantor’s right to make inquiry of Administrative the Collateral Agent and Holders of Guaranteed Obligations the Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d3) notice of any adverse change in the financial condition of the Borrower Borrower, any other Guarantor or of any other fact that might increase such the Individual Guarantor’s risk hereunder; (e4) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f5) notice of any Default or Event of Default; and (g6) all other notices (except if such notice is specifically required to be given to such the Individual Guarantor hereunder or under the Loan Documents) and demands to which each the Individual Guarantor might otherwise be entitled;
(iii) its the Individual Guarantor’s right, if any, to require the Administrative Collateral Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Collateral Agent and the other Holders of Guaranteed Obligations has Secured Parties have or may have against, the any other Guarantors Guarantor or any third party, or against any collateral Collateral provided by the other Guarantorssuch Guarantor, or any third party; and each the Individual Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the any other Guarantors Guarantor or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors such Guarantor in respect thereof;
(a) any rights to assert against the Administrative Collateral Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such the Individual Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Individual Guarantor has to performance hereunder, and any right such the Individual Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Collateral Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against the other GuarantorsLoan Parties; the alteration by the Administrative Collateral Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed Obligations; any discharge of the other Guarantors’ any Guarantor’s obligations to the Administrative Collateral Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Collateral Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or the acceptance by the Administrative Collateral Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such the Individual Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such the Individual Guarantor’s liability hereunder; and;
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Collateral Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (b) any election by the Administrative Collateral Agent and the other Holders of Guaranteed Obligations Secured Parties under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim the Guaranteed Obligations;
(vi) all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Individual Guarantor’s rights of subrogation and reimbursement against any Guarantor of the GuarantorsGuaranteed Obligations; and
(vii) all rights and defenses that the Individual Guarantor may have because the Guaranteed Obligations are secured by real property, meaning, among other things, that the Collateral Agent and the other Secured Parties may collect from the Individual Guarantor without first foreclosing on any real or personal property collateral pledged by any Guarantor of the Guaranteed Obligations; provided however, that if the Collateral Agent and the other Secured Parties forecloses on any real property collateral pledged by any Guarantor of the Guaranteed Obligations: (1) the amount of the Guaranteed Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (2) the Collateral Agent and the other Secured Parties may collect from the Individual Guarantor even if the Collateral Agent and the other Secured Parties, by foreclosing on the real property collateral, has destroyed any right the Individual Guarantor may have to collect from such Guarantor (this being an unconditional and irrevocable waiver of any rights and defenses the Individual Guarantor may have because the Guaranteed Obligations are secured by real property).
Appears in 2 contracts
Samples: Guarantee Agreement (SFX Entertainment, INC), Guarantee Agreement (SFX Entertainment, INC)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent, the Collateral Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent, the Collateral Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent, the Collateral Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s, the Collateral Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent, the Collateral Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent, the Collateral Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s, the Collateral Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent, the Collateral Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent, the Collateral Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent, the Collateral Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Ugi Corp /Pa/)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Stepan Co)
Additional Waivers. Notwithstanding anything herein to (a) Without limiting the contrarywaivers in the foregoing paragraph, each of the Guarantors Guarantor hereby absolutely, unconditionally, knowingly, and expressly further waives:
(i) any right it may have defense arising by reason of or deriving from (1) an election of remedies by the Administrative Agent and the other Lender Group members or (2) any election by the Administrative Agent and the Lender Group members under Section 1111(b) of the Bankruptcy Code to revoke this Guaranty as to future indebtedness limit the amount of, or notice any collateral securing, its claim against such Guarantor, any other Credit Party or any other guarantor of acceptance hereofthe Obligations;
(ii) (a) notice pursuant to California Civil Code Section 2856, all rights and defenses arising out of acceptance hereof; (b) notice an election of any loans or other financial accommodations made or extended under remedies by the Loan Documents or the creation or existence creditor, even though that election of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligationsremedies, subjectsuch as a nonjudicial foreclosure with respect to security for a guaranteed obligation, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase has destroyed such Guarantor’s risk hereunder; (e) notice rights of presentment for payment, demand, protest, subrogation and notice thereof as to reimbursement against any instruments among other Credit Party or guarantor of the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitledObligations;
(iii) its the benefits of Section 2815 of the California Civil Code (or any similar law in any other jurisdiction) purporting to allow a guarantor to revoke a continuing guaranty with respect to any transactions occurring after the date of the guaranty; and
(iv) such Guarantor’s right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lender Group members to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Lender Group members have or may have against, against any other Credit Party or guarantor of the other Guarantors Obligations or any third party, or against any collateral provided by any other guarantor of the other GuarantorsObligations, or any third party; and each such Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of any other Credit Party or guarantor of the other Guarantors Obligations or by reason of the cessation from any cause whatsoever of the liability of the such other Guarantors Credit Parties or guarantors in respect thereof;.
(ab) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS GUARANTEE, EACH GUARANTOR HEREBY ABSOLUTELY, KNOWINGLY, UNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, AND CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, 3605.
(c) In accordance with Section 11.7 hereof, this Agreement shall be construed in accordance with and governed by the law of the state of New York. The foregoing referenced provisions of California law are included solely out of an abundance of caution, and shall not be construed to mean that any rights of the referenced provisions of California law are in any way applicable to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors this Agreement or any other party liable Loan Document or to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (Central Garden & Pet Co), Credit Agreement (Central Garden & Pet Co)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (Zebra Technologies Corp), Credit Agreement (Zebra Technologies Corp/De)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waiveswaives to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofarising under the Loan Documents;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives to the extent permitted by applicable law any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (Microchip Technology Inc), Guaranty (Microchip Technology Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of Holdings or the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral Pledged Equity provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans Loans, Letters of Credit or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ ' rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ ' intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s 's liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (Fuller H B Co), Guaranty (Fuller H B Co)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (Analogic Corp), Credit Agreement (John Bean Technologies CORP)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors Guarantor hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; , (b) notice of any loans or other financial accommodations made or extended under the Loan Documents Note Purchase Agreement or the creation or existence of any Guaranteed Obligations; , (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and the Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; , (d) notice of any adverse change in the financial condition of the Borrower Company or of any other fact that might increase such Guarantor’s risk hereunder; , (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among under the Loan Documents; Note Purchase Agreement or the Notes, (f) notice of any Default or Event of Default; Default and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan DocumentsNote Purchase Agreement) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has have or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; , and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(iv) (a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; , (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; , (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: of (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; , (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; , (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; omission or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; Obligations and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; Obligations or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”Bankruptcy Code, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 2 contracts
Samples: Subsidiary Guaranty (Stepan Co), Subsidiary Guaranty (Stepan Co)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (aA) notice of acceptance hereof; (bB) notice of any loans or other financial accommodations made or extended maintained under the Loan Documents or the creation or existence of any Guaranteed Obligations; (cC) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (dD) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (eE) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (fF) notice of any Default or Event of Default; and (gG) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder under this Guaranty or under the other Loan Documents) and demands to which each Subsidiary Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Secured Parties now have or may hereafter have against, any other guarantor of the other Guarantors Guaranteed Obligations or any third party, or against any collateral provided by the such other Guarantors, guarantors or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof;
(aA) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against any other guarantor of the other GuarantorsGuaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (aA) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (bB) any election by the Administrative Agent and the other Holders Secured Parties under any provision of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”any state or federal bankruptcy, as now and hereafter in effect (insolvency or any successor statute), similar law to limit the amount of, or any collateral securing, its claim against the Subsidiary Guarantors.
Appears in 2 contracts
Samples: Credit Agreement (BioXcel Therapeutics, Inc.), Credit Agreement (Athenex, Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waiveswaives to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofarising under the Loan Documents;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives to the extent permitted by applicable law any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Samples: Guaranty (Microchip Technology Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of to the Guarantors extent permitted by applicable law, Guarantor hereby absolutely, unconditionally, knowingly, and expressly waives:
(i1) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii2) (ai) notice of acceptance hereof; (bii) notice of any Transactions, purchases, loans or other financial accommodations made or extended under the Loan Program Documents or the creation or existence of any Guaranteed Obligations; (ciii) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative the Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (div) notice of any adverse change in the financial condition of the Borrower a Seller or of any other fact that might increase such Guarantor’s risk hereunder; (ev) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Program Documents; (fvi) notice of any Event of Default or Event of DefaultServicer Termination Event; and (gvii) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documentshereunder) and demands to which each Guarantor might otherwise be entitled;
(iii3) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or against any third party, or against any collateral provided by the other Guarantors, or any third party; . In this regard, Guarantor agrees that it is bound to the payment of each and each all Guaranteed Obligations, whether now existing or hereafter arising, as fully as if the Guaranteed Obligations were directly owing to the Agent by Guarantor. Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Guarantor in respect thereof;
(ai) any rights to assert against the Administrative Agent and or the other Holders of Guaranteed Obligations Purchaser any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsAgent; (bii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (ciii) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and or the other Holders of Guaranteed Obligations Purchaser of anything in partial satisfaction of the Guaranteed Obligations; and (div) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v5) any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by the Administrative Agent and Purchaser or the other Holders of Guaranteed ObligationsAgent, such as nonjudicial foreclosure; or (bii) any election by the Administrative Purchaser or the Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsGuarantor.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (aA) notice of acceptance hereof; (bB) notice of any loans Loans, Letters of Credit or other financial accommodations made or extended under the Loan Transaction Documents or the creation or existence of any Guaranteed Obligations; (cC) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Holders of Guaranteed Secured Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (dD) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (eE) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Transaction Documents; (fF) notice of any Unmatured Default or Event of Default; and (gG) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Transaction Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Secured Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Secured Obligations has now have or may hereafter have against, any other guarantor of the other Guarantors Guaranteed Obligations or any third party, or against any collateral provided by the such other Guarantors, guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof;
(aiv) (A) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Secured Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent and the other Holders of Guaranteed Secured Obligations; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Secured Obligations’ rights or remedies against any other guarantor of the other GuarantorsGuaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Secured Obligations of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent and the other Holders of Guaranteed Secured Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Secured Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Secured Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Secured Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Secured Obligations under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Samples: Subsidiary Guaranty (Meritor Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices and demands (except if such notice or demand is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsObligations (provided that nothing herein shall prevent the assertion of any claim by separate suit or compulsory counterclaim); (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Samples: Credit Agreement (Fiserv Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofunder the Loan Documents;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein Without limitation of any other provision of this Guaranty (including the waivers, acknowledgments and agreements set forth in Sections 5 and 7 hereof), Guarantor further waives: (i) any defense to the contraryrecovery by Lender against Guarantor of any deficiency or otherwise to the enforcement of this Guaranty or any security for this Guaranty based upon Lender’s election of any remedy against Guarantor or Borrower, each including the defense to enforcement of this Guaranty (the so-called “Gradsky” defense) which, absent this waiver, Guarantor would have by virtue of an election by Lender to conduct a non-judicial foreclosure sale (also known as a “trustee’s sale”) of any real property security for the Loan, it being understood by Guarantor that any such non-judicial foreclosure sale will destroy, by operation of California Code of Civil Procedure (“CCP”) Section 580d, all rights of any party to a deficiency judgment against Borrower and, as a consequence, will destroy all rights that Guarantor would otherwise have (including the right of subrogation, the right of reimbursement, and the right of contribution) to proceed against Borrower; (ii) any defense or benefits that may be derived from CCP Sections 580a, 580b, 580d or 726, or comparable provisions of the Guarantors hereby absolutelylaws of any other jurisdiction and all other anti-deficiency and one form of action defenses under the laws of California and any other jurisdiction; and (iii) any right to a fair value hearing under CCP Section 580a, unconditionallyor any other similar law, knowinglyto determine the size of any deficiency owing (for which Guarantor would be liable hereunder) following a non-judicial foreclosure sale.
(a) Without limitation of this Section 6 or any other provision of this Guaranty, Guarantor waives all rights and expressly waivesdefenses that Guarantor may have because the Loan is secured by real property. This means, among other things:
(i) That Lender may collect from Guarantor without first foreclosing on any right it may have to revoke this Guaranty as to future indebtedness real or notice of acceptance hereof;personal property collateral pledged by Borrower; and
(ii) If Lender forecloses on any real property collateral pledged by Borrower: (aA) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed ObligationsLoan may be reduced only by the price for which that collateral is sold at the foreclosure sale, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain even if the amount of collateral is worth more than the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Defaultsale price; and (gB) all other notices (except Lender may collect from Guarantor even if such notice Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is specifically required to be given to such Guarantor hereunder or under the Loan Documents) an unconditional and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders irrevocable waiver of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or defenses that Guarantor may have againstbecause the Loan is secured by real property. These rights and defenses include, the other Guarantors but are not limited to, any rights or any third partydefenses based upon CCP Sections 580a, 580b, 580d, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;726.
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, Guarantor waives all rights and defenses arising out of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Administrative Agent Loan, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrower by operation of CCP Section 580d or otherwise.
(c) Until the other Holders Guaranteed Obligations have been paid or discharged in full, Guarantor waives Guarantor’s rights of Guaranteed Obligations; or subrogation and reimbursement, including (bi) any defenses Guarantor may have by reason of an election of remedies by Lender, and (ii) any rights or defenses Guarantor may have by reason of protection afforded to Borrower with respect to the Administrative Agent and Loan, pursuant to the anti-deficiency or other Holders laws of California limiting or discharging Borrower’s obligations, including CCP Sections 580a, 580b, 580d or 726.
(d) Until the Guaranteed Obligations under Section 1111(b) have been paid or discharged in full, Guarantor waives notice of Title 11 acceptance of this Guaranty, any rights, defenses and benefits that may be derived from Sections 2787 to 2855, inclusive, of the United States California Civil Code entitled “Bankruptcy”or comparable provisions of the laws of any other jurisdiction, as now and hereafter in effect (all other suretyship defenses Guarantor would otherwise have under the laws of California or any successor statute), to limit other jurisdiction.
(e) No provision or waiver in this Guaranty shall be construed as limiting the amount of, generality of any other provision or any collateral securing, its claim against waiver contained in this Guaranty. All of the Guarantorswaivers contained herein are irrevocable and unconditional and are intentionally and freely made by Guarantor.
Appears in 1 contract
Samples: Guaranty of Obligations (Nationwide Health Properties Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waiveswaives to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofarising under the Loan Documents;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s 's right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s 's risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s 's and the other Holders of Guaranteed Obligations’ ' rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ ' obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s 's and the other Holders of Guaranteed Obligations’ ' intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s 's liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Cal Ex absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligationsobligations under this Agreement; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each GuarantorCal Ex’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations Bank to ascertain the amount of the Guaranteed Obligations such obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such GuarantorCal Ex’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default “Default” or “Event of Default” under the Loan Documents; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor Cal Ex hereunder or under the other Loan Documents) and demands to which each Guarantor Cal Ex might otherwise be entitled;
(iiib) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Holders of Guaranteed Obligations Bank to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Bank has or may have against, the other Guarantors Borrower or any third party, or against any collateral for the Obligations provided by the other GuarantorsBorrower, or any third party; and each Guarantor . Cal Ex further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors Borrower or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Borrower in respect thereof;
(a1) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Bank any defense (legal or and equitable), set-off, counterclaim, or claim which such Guarantor Cal Ex may now or at any time hereafter have against the other Guarantors Borrower or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsBank; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor Cal Ex has to performance hereunder, and any right such Guarantor Cal Ex has to be exoneratedexonerated provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: the impairment or suspension of the Administrative AgentBank’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other GuarantorsBorrower; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Bank of the Guaranteed Obligations; any discharge of the other Guarantors’ Borrower’s obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Bank by operation of law as a result of the Administrative AgentBank’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Bank of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such GuarantorCal Ex’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such GuarantorCal Ex’s liability hereunder; and;
(vd) any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by Bank including any defense based upon an election of remedies by Bank under the Administrative Agent provisions of Sections 580a, 580b, 580d, and 726 of the California Code of Civil Procedure or any similar law of California or any other Holders of Guaranteed Obligationsjurisdiction; or (bii) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Bank under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against Cal Ex. Pursuant to California Civil Code Section 2856(b): CAL EX WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION, HAS DESTROYED CAL EX’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST BORROWER BY THE OPERATION OF SECTION 580(D) OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR OTHERWISE;
(e) all rights and defenses that Cal Ex may have because the GuarantorsObligations. This means, among other things: (1) Bank may collect from Cal Ex without first foreclosing on any real or personal property collateral pledged by Borrower; and (2) if Bank forecloses on any real property collateral pledged by Borrower: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Bank may collect from Cal Ex even if Bank, by foreclosing on the real property collateral, has destroyed any right Cal Ex may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Cal Ex may have because the Obligations. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure;
(f) (i) any right of subrogation Cal Ex has or may have as against Borrower with respect to the Obligations; (ii) any right to proceed against Borrower or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which Cal Ex may now have or hereafter have as against Borrower with respect to the Obligations; and (iii) any right to proceed or seek recourse against or with respect to any property or asset of Borrower; and
(g) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, CAL EX HEREBY ABSOLUTELY, KNOWINGLY, UNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580C, 580D, AND 726, CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, AND 3605, AND CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL CODE.
Appears in 1 contract
Samples: Credit Agreement (Landec Corp \Ca\)
Additional Waivers. Notwithstanding anything herein to the contrary, each of to the Guarantors extent permitted by applicable law, Guarantor hereby absolutely, unconditionally, knowingly, and expressly waives:
(i1) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii2) (ai) notice of acceptance hereof; (bii) notice of any Transactions, purchases, loans or other financial accommodations made or extended under the Loan Program Documents or the creation or existence of any Guaranteed Obligations; (ciii) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative the Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (div) notice of any adverse change in the financial condition of the Borrower Seller or of any other fact that might increase such Guarantor’s risk hereunder; (ev) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Program Documents; (fvi) notice of any Event of Default or Event of DefaultServicer Termination Event; and (gvii) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documentshereunder) and demands to which each Guarantor might otherwise be entitled;
(iii3) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or against any third party, or against any collateral provided by the other Guarantors, or any third party; . In this regard, Guarantor agrees that it is bound to the payment of each and each all Guaranteed Obligations, whether now existing or hereafter arising, as fully as if the Guaranteed Obligations were directly owing to the Agent by Guarantor. Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Guarantor in respect thereof;
(ai) any rights to assert against the Administrative Agent and or the other Holders of Guaranteed Obligations Purchaser any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsAgent; (bii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (ciii) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and or the other Holders of Guaranteed Obligations Purchaser of anything in partial satisfaction of the Guaranteed Obligations; and (div) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v5) any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by the Administrative Agent and Purchaser or the other Holders of Guaranteed ObligationsAgent, such as nonjudicial foreclosure; or (bii) any election by the Administrative Purchaser or the Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsGuarantor.
Appears in 1 contract
Samples: Guaranty (DITECH HOLDING Corp)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness Guaranteed Obligations or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans, Letters of Credit or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties has or may have against, the other Guarantors or any third party, or against any collateral Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against the other Guarantorsguarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans or other financial accommodations made or extended under the Loan Documents and the other Secured Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations the Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or any other Person or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Secured Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Secured Parties have or may have against, the other Guarantors or any third party, or against any collateral Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Samples: Credit Agreement (Tesoro Corp /New/)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s Borrower's right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such Guarantor’s Borrower's risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of DefaultDocuments to which Borrowers are a party; and (g6) all other notices (except if such notice is specifically required to be given to such Guarantor Borrowers hereunder or under the Loan DocumentsDocuments to which Borrowers are a party) and demands to which each Guarantor such Borrower might otherwise be entitled;.
(iiib) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Holders of Guaranteed Obligations or any Lender to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations or any Lender has or may have against, the other Guarantors Borrowers or any third party, or against any collateral for the Obligations provided by the other GuarantorsBorrowers, or any third party; and each Guarantor . Each Borrower further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors Borrowers or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Borrowers in respect thereof;.
(a1) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Lenders any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor Borrower may now or at any time hereafter have against the other Guarantors Borrowers or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligationsor any Lender; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor Borrower has to performance hereunder, and any right such Guarantor Borrower has to be exonerated, provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: the impairment or suspension of the Administrative Agent’s 's and the other Holders of Guaranteed Obligations’ Lenders' rights or remedies against the other GuarantorsBorrowers; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations or any Lender of the Guaranteed Obligations; any discharge of the other Guarantors’ Borrowers' obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Lenders by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ 's or any Lender's intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations or any Lender of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such Guarantor’s Borrower's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s Borrower's liability hereunder; and.
(vd) Each Borrower absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by the Administrative Agent and Lenders including any defense based upon an election of remedies by Agent and Lenders under the provisions of Sections 580a, 580b, 580d, and 726 of the California Code of Civil Procedure or any similar law of California or any other Holders of Guaranteed Obligationsjurisdiction; or (bii) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against Borrowers. Pursuant to California Civil Code Section 2856(b):
(i) Each Borrower waives all rights and defenses arising out of an election of remedies by the Guarantorscreditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Borrower's rights of subrogation and reimbursement against the other Borrowers by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise.
(ii) Each Borrower waives all rights and defenses that such Borrower may have because the Obligations are secured by real property. This means, among other things: (1) Agent may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by the other Borrowers; and (2) if Agent forecloses on any real property collateral pledged by the other Borrowers: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Agent may collect from such Borrower even if Agent, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from the other Borrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Borrower may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.
(e) Each Borrower hereby absolutely, unconditionally, knowingly, and expressly waives: (i) any right of subrogation such Borrower has or may have as against the other Borrowers with respect to the Obligations; (ii) any right to proceed against the other Borrowers or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which such Borrower may now have or hereafter have as against the other Borrowers with respect to the Obligations; and (iii) any right to proceed or seek recourse against or with respect to any property or asset of the other Borrowers.
(f) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH BORROWER HEREBY ABSOLUTELY, KNOWINGLY, UNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580c, 580d, AND 726, CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, 3605, 9504, 9505, AND 9507, AND CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL CODE.
Appears in 1 contract
Samples: Credit Agreement (Auxilio Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofunder the Loan Documents;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Secured Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Secured Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Secured Obligations has or may have against, the other Guarantors or any third party, or against any collateral Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Secured Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Secured Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Secured Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Secured Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Secured Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Secured Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Secured Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Secured Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Secured Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) waives (a) notice of acceptance hereof; (b) notice of any loans Revolving Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each GuarantorBorrower’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such GuarantorBorrower’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsDocuments to which Borrowers are a party; (f) notice of any Default or Event of Unmatured Default; and (g) all other notices (except except, in each case, if such notice is specifically required to be given to such Guarantor any Borrower hereunder or under the Loan Documents) Documents to which Borrowers are a party and demands to which each Guarantor such Borrower might otherwise be entitled;
); (iiih) its right, if any, to require the Administrative Agent and the other Holders any right of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations subrogation such Borrower has or may have against, as against the other Guarantors Borrowers with respect to the Obligations; (i) any right to proceed against the other Borrowers or any third partyother Person, now or against any collateral provided by the other Guarantorshereafter, for contribution, indemnity, reimbursement, or any third party; other suretyship rights and each Guarantor further waives any defense claims, whether direct or indirect, liquidated or contingent, whether arising by reason of any disability under express or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors implied contract or by reason operation of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable)law, set-off, counterclaim, or claim which such Guarantor Borrower may now have or at any time hereafter have as against the other Guarantors or any other party liable Borrowers with respect to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(vj) any defense arising by reason right to proceed or seek recourse against or with respect to any property or asset of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsBorrowers.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Acuity Brands Inc)
Additional Waivers. Notwithstanding anything herein to the contrarycontrary and to the fullest extent permitted by applicable law, each of the Guarantors hereby absolutely, irrevocably, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents Documents, any Swap Agreement or any Banking Services Agreement or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents, Swap Agreements and Banking Services Agreements; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents, the applicable Swap Agreement or the applicable Banking Services Agreement) and demands to which each such Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidPaid in Full) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(iv) (a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validitylegality, validity or enforceability of the Guaranteed Obligations or any part thereof or any present or future security or collateral therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer defers or delay delays the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors; in each case, other than the Payment in Full of the Guaranteed Obligations.
Appears in 1 contract
Samples: Credit Agreement (LogMeIn, Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Lenders has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(iv) (a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Lenders any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security thereforObligations; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ Lenders' rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Lenders by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ Lenders' intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s 's liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Samples: Term Credit Agreement (Stepan Co)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Apio absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligationsobligations under this Agreement; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each GuarantorApio’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations Bank to ascertain the amount of the Guaranteed Obligations such obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such GuarantorApio’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default “Default” or “Event of Default” under the Loan Documents; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor Apio hereunder or under the other Loan Documents) and demands to which each Guarantor Apio might otherwise be entitled;
(iiib) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Holders of Guaranteed Obligations Bank to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Bank has or may have against, the other Guarantors Borrower or any third party, or against any collateral for the Obligations provided by the other GuarantorsBorrower, or any third party; and each Guarantor . Apio further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors Borrower or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Borrower in respect thereof;
(a1) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Bank any defense (legal or and equitable), set-off, counterclaim, or claim which such Guarantor Apio may now or at any time hereafter have against the other Guarantors Borrower or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsBank; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor Apio has to performance hereunder, and any right such Guarantor Apio has to be exoneratedexonerated provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: the impairment or suspension of the Administrative AgentBank’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other GuarantorsBorrower; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Bank of the Guaranteed Obligations; any discharge of the other Guarantors’ Borrower’s obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Bank by operation of law as a result of the Administrative AgentBank’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Bank of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such GuarantorApio’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such GuarantorApio’s liability hereunder; and;
(vd) any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by Bank including any defense based upon an election of remedies by Bank under the Administrative Agent provisions of Sections 580a, 580b, 580d, and 726 of the California Code of Civil Procedure or any similar law of California or any other Holders of Guaranteed Obligationsjurisdiction; or (bii) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Bank under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against Apio. Pursuant to California Civil Code Section 2856(b): APIO WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION, HAS DESTROYED APIO’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST BORROWER BY THE OPERATION OF SECTION 580(D) OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR OTHERWISE;
(e) all rights and defenses that Apio may have because the GuarantorsObligations. This means, among other things: (1) Bank may collect from Apio without first foreclosing on any real or personal property collateral pledged by Borrower; and (2) if Bank forecloses on any real property collateral pledged by Borrower: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Bank may collect from Apio even if Bank, by foreclosing on the real property collateral, has destroyed any right Apio may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Apio may have because the Obligations. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure;
(f) (i) any right of subrogation Apio has or may have as against Borrower with respect to the Obligations; (ii) any right to proceed against Borrower or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which Apio may now have or hereafter have as against Borrower with respect to the Obligations; and (iii) any right to proceed or seek recourse against or with respect to any property or asset of Borrower; and
(g) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, APIO HEREBY ABSOLUTELY, KNOWINGLY, UNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580C, 580D, AND 726, CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, AND 3605, AND CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL CODE.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;; -122- 4882-5123-79004861-6868-3896 v.123
(ii) (aA) notice of acceptance hereof; (bB) notice of any loans or other financial accommodations made or extended maintained under the Loan Documents or the creation or existence of any Guaranteed Obligations; (cC) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (dD) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (eE) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (fF) notice of any Default or Event of Default; and (gG) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder under this Guaranty or under the other Loan Documents) and demands to which each Subsidiary Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Secured Parties now have or may hereafter have against, any other guarantor of the other Guarantors Guaranteed Obligations or any third party, or against any collateral provided by the such other Guarantors, guarantors or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof;
(aA) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against any other guarantor of the other GuarantorsGuaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (aA) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (bB) any election by the Administrative Agent and the other Holders Secured Parties under any provision of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”-123- 4882-5123-79004861-6868-3896 v.123 any state or federal bankruptcy, as now and hereafter in effect (insolvency or any successor statute), similar law to limit the amount of, or any collateral securing, its claim against the Subsidiary Guarantors.
Appears in 1 contract
Samples: Credit Agreement and Guaranty and Revenue Interest Financing Agreement (Impel Pharmaceuticals Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Lenders has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Lenders any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security thereforObligations; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsLenders’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Lenders by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsLenders’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Samples: Credit Agreement (Stepan Co)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans Loans, Letters of Credit or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Secured Parties have or may have against, the other Guarantors or any third party, or against any collateral Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Samples: Credit Agreement (Tennant Co)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(iv) (a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by Applicable Law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans, Letters of Credit or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties has or may have against, the other Guarantors or any third party, or against any collateral Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders Secured Parties (except after payment in full of the Guaranteed Obligations, which payments are not being contested or subject to ongoing proceedings for or an order directing disgorgement or reimbursement to any Loan Party); (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against the other Guarantorsguarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) waives (a) notice of acceptance hereof; (b) notice of any loans Revolving Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s Borrower's right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such Guarantor’s Borrower's risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsDocuments to which Borrowers are a party; (f) notice of any Default or Event of Unmatured Default; and (g) all other notices (except except, in each case, if such notice is specifically required to be given to such Guarantor any Borrower hereunder or under the Loan Documents) Documents to which Borrowers are a party and demands to which each Guarantor such Borrower might otherwise be entitled;
); (iiih) its right, if any, to require the Administrative Agent and the other Holders any right of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations subrogation such Borrower has or may have against, as against the other Guarantors Borrowers with respect to the Obligations; (i) any right to proceed against the other Borrowers or any third partyother Person, now or against any collateral provided by the other Guarantorshereafter, for contribution, indemnity, reimbursement, or any third party; other suretyship rights and each Guarantor further waives any defense claims, whether direct or indirect, liquidated or contingent, whether arising by reason of any disability under express or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors implied contract or by reason operation of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable)law, set-off, counterclaim, or claim which such Guarantor Borrower may now have or at any time hereafter have as against the other Guarantors or any other party liable Borrowers with respect to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(vj) any defense arising by reason right to proceed or seek recourse against or with respect to any property or asset of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsBorrowers.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Acuity Brands Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral Pledged Equity provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ ' rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ ' intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s 's liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.entitled
Appears in 1 contract
Samples: Credit Agreement (Tennant Co)
Additional Waivers. Notwithstanding anything herein to the contrary, each of to the Guarantors extent permitted by applicable law, Guarantor hereby absolutely, unconditionally, knowingly, and expressly waives:
(i1) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii2) (a) notice notices, demands, presentments, protests, notices of protest, notices of dishonor, notices of any action or inaction, including acceptance hereof; (b) notice , notices of default under this Guaranty notices of Event of Defaults under the Program Documents or any agreement or instrument related thereto, notices of any renewal, extension, modification or amount of the Guaranteed Obligations or any agreement related thereto, notices of any adverse change in the financial condition of Sellers or of any other fact that might increase Guarantor’s risk hereunder, and notices of any Transactions, purchases, loans or other financial accommodations made or extended under the Loan Program Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii3) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or against any third party, or against any collateral provided by the other Guarantors, or any third party; . In this regard, Xxxxxxxxx agrees that it is bound to the payment of each and each all Guaranteed Obligations, whether now existing or hereafter arising, as fully as if the Guaranteed Obligations were directly owing to Agent by Guarantor. Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Guarantor in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Samples: Master Repurchase Agreement (Mr. Cooper Group Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors Guarantor hereby absolutely, unconditionally, knowingly, and expressly waiveswaives to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed ObligationsObligations , including any increase, extension, substitution, amendment, renewal or other modification thereof; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each the Guarantor’s 's right to make inquiry of the Administrative Agent and the Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower Designated Borrowers or of any other fact that might increase such the Guarantor’s 's risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such the Guarantor hereunder or under the Loan Documents) and demands to which each the Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders any Holder of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders any Holder of Guaranteed Obligations has or may have against, the other Guarantors against or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders any Holder of Guaranteed Obligations any defense (legal or equitable), set-offset‑off, counterclaim, or claim which such the Guarantor may now or at any time hereafter have against the other Guarantors Designated Borrowers or any other party liable to the Administrative Agent and the other Holders any Holder of Guaranteed Obligations; (b) any defense, set-offset‑off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such the Guarantor has to performance hereunder, and any right such the Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders any Holder of Guaranteed Obligations’ ' rights or remedies against the other GuarantorsGuarantor; the alteration by the Administrative Agent and the other Holders any Holder of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ Guarantor's obligations to the Administrative Agent and the other Holders any Holder of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders any Holder of Guaranteed Obligations’ ' intervention or omission; or the acceptance by the Administrative Agent and the other Holders any Holder of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such the Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such the Guarantor’s 's liability hereunder; and;
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders any Holder of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders any Holder of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsGuarantor; and
(vi) 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.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Secured Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Unmatured Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Secured Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Secured Obligations has or may have against, the other Guarantors or any third party, or against any collateral Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidPaid in Full) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Secured Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Secured Obligations in respect of the Obligations (other than Payment in Full of the Guaranteed Obligations); (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Secured Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Secured Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Secured Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Secured Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Secured Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Secured Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Secured Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors.:
Appears in 1 contract
Samples: Guaranty (United Stationers Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of the Guaranteed Obligations Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Parties have or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.ACTIVE 214691688v.5
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (aA) notice of acceptance hereof; (bB) notice of any loans or other financial accommodations made or extended maintained under the Loan Documents or the creation or existence of any Guaranteed Obligations; (cC) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (dD) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (eE) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (fF) notice of any Default or Event of Default; and (gG) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder under this Guaranty or under the other Loan Documents) and demands to which each Subsidiary Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Secured Parties now have or may hereafter have against, any other guarantor of the other Guarantors Guaranteed Obligations or any third party, or against any collateral Collateral provided by the such other Guarantors, guarantors or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof;
(aiv) (A) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against any other guarantor of the other GuarantorsGuaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law Law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (aA) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (bB) any election by the Administrative Agent and the other Holders Secured Parties under any provision of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”any state or federal bankruptcy, as now and hereafter in effect (insolvency or any successor statute), similar Law to limit the amount of, or any collateral Collateral securing, its claim against the Subsidiary Guarantors.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans, the Letter of Credit or other financial accommodations made or extended under the Loan Guaranteed Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative the Agent and Holders of Guaranteed Obligations the other Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Guaranteed Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Guaranteed Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Secured Parties to proceed against the Guarantors in any particular order, to allocate the Guaranteed Obligations in any manner between the Guarantors, or to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties has or may have against, the other Guarantors or any third party, or against any collateral Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full in cash pursuant to the terms of the Guaranteed Documents) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations guarantor of the Guaranteed Obligations; (2) the alteration by the Agent and the other Secured Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. Notwithstanding the terms of this Section 5, each Guarantor does not waive its right to any release or discharge in connection with the payment in full of the Guaranteed Obligations pursuant to Section 4, subject to the reinstatement provisions set forth in Section 4, and the failure of Lender to provide such Guarantor notice that payment or performance of the Guaranteed Obligations is owed under this Guaranty.
Appears in 1 contract
Samples: Guaranty (A123 Systems, Inc.)
Additional Waivers. Notwithstanding anything herein (a) Borrower has read and hereby approves the Note, this Security Instrument, the other Loan Documents and all other agreements and documents relating thereto. Borrxxxx xxxnowledges that it has been represented by counsel of its choice to review this Security Instrument, the Note, the other Loan Documents and all other documents relating thereto and said counsel has explained and Borrower understands the provisions thereof, or that Borrower has voluntarily declined to retain such counsel.
(b) Borrower hereby expressly waives diligence, demand, presentment, protest and notice of every kind and nature whatsoever (unless as otherwise required under this Security Instrument or the Loan Agreement) and waives any right to require Lender to enforce any remedy against any guarantor, endorser or other person whatsoever prior to the contrary, each exercise of the Guarantors hereby absolutely, unconditionally, knowingly, its rights and expressly waives:
remedies hereunder or otherwise. Borrower waives any right to require Lender to: (i) proceed or exhaust any right it may have to revoke this Guaranty as to future indebtedness collateral security given or notice of acceptance hereof;
held by Lender in connection with the Obligations; (ii) (a) give notice of acceptance hereof; (b) notice the terms, time and place of any loans public or private sale of any real or personal property security for the Obligations or other financial accommodations made or extended under guaranty of the Loan Documents or the creation or existence of any Guaranteed Obligations; or (iii) pursue any other remedy in Lendxx'x xower whatsoever.
(c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) Until all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full, Borrower: (i) shall not have any right of subrogation to any of the other Guarantors rights of Lender against any guarantor, maker or by reason of the cessation from endorser; (ii) waives any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) right to enforce any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal remedy which Lender now has or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable guarantor, maker or endorser; and (iii) waives any benefit of, and any other right to participate in, any collateral security for the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension guaranty of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights Obligations now or remedies against the other Guarantors; the alteration hereafter held by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsLender.
Appears in 1 contract
Samples: Deed of Trust and Security Agreement (Glimcher Realty Trust)
Additional Waivers. Notwithstanding anything herein (a) Borrower has read and hereby approves the Note, this Security Instrument, the other Loan Documents and all other agreements and documents relating thereto executed by Borrower. Borrower acknowledges that it has been represented by counsel of its choice to review this Security Instrument, the Note, the other Loan Documents and all other documents relating thereto and said counsel has explained and Borrower understands the provisions thereof, or that Borrower has voluntarily declined to retain such counsel.
(b) Borrower hereby expressly waives diligence, demand, presentment, protest and notice of every kind and nature whatsoever (unless as otherwise required under this Security Instrument or the other Loan Documents) and waives any right to require Lender to enforce any remedy against any guarantor, endorser or other person whatsoever prior to the contrary, each exercise of the Guarantors hereby absolutely, unconditionally, knowingly, its rights and expressly waives:
remedies hereunder or otherwise. Borrower waives any right to require Lender to: (i) proceed or exhaust any right it may have to revoke this Guaranty as to future indebtedness collateral security given or notice of acceptance hereof;
held by Lender in connection with the Obligations; (ii) (a) give notice of acceptance hereof; (b) notice the terms, time and place of any loans public or private sale of any real or personal property security for the Obligations or other financial accommodations made guaranty of the Obligations except as otherwise required herein or extended under the Loan Documents by applicable law; or the creation or existence of (iii) pursue any Guaranteed Obligations; other remedy in Lender’s power whatsoever.
(c) notice of the amount of the Guaranteed ObligationsUntil all Obligations shall have been paid in full, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof except as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or otherwise permitted under the Loan Documents, Borrower: (i) shall not have any right of subrogation to any of the rights of Lender against any guarantor, maker or endorser; (ii) waives any right to enforce any remedy which Lender now has or may hereafter have against any other guarantor, maker or endorser; and demands to which each Guarantor might otherwise be entitled;
(iii) its rightwaives any benefit of and any other right to participate in, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by security for the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension guaranty of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights Obligations now or remedies against the other Guarantors; the alteration hereafter held by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsLender.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein The following is added to the contraryend of Article 9: “Upon the occurrence and continuance of an Event of Default, each of the Guarantors Individual Borrower hereby absolutely, unconditionally, knowingly, and expressly waives:
, except as may be prohibited by law, diligence, demand, presentment, protest and notice of every kind and nature whatsoever (unless as otherwise required under this Security Instrument or the Loan Agreement) any right to require Agent to enforce any remedy against any guarantor, endorser or other person whatsoever prior to the exercise of its rights and remedies hereunder or otherwise. Upon the occurrence and continuance of an Event of Default, Individual Borrower waives any right to require Agent to: (i) proceed or exhaust any right it may have to revoke this Guaranty as to future indebtedness collateral security given or notice of acceptance hereof;
held by Agent in connection with the Obligations; (ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) give notice of the amount terms, time and place of any public or private sale of any real or personal property security for the Obligations or guaranty of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the pursue any other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed remedy in Agent’s power whatsoever. Until all Obligations shall have been fully and finally performed and indefeasibly paidpaid in full, Individual Borrower: (i) shall not have any right of subrogation to any of the other Guarantors rights of Agent against any guarantor, maker or by reason of the cessation from endorser; (ii) waives any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) right to enforce any rights to assert against the Administrative remedy which Agent and the other Holders of Guaranteed Obligations any defense (legal now has or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable guarantor, maker or endorser; and (iii) waives any benefit of, and any other right to participate in, any collateral security for the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension guaranty of the Administrative Obligations now or hereafter held by Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy.”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans, Letters of Credit or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of the Guaranteed Obligations Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Parties have or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidPayment in Full has occurred) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsParties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsParties’ rights or remedies against the other Guarantorsguarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.ACTIVE 214265930v.13
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives::
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Foreign Parent Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Unmatured Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Lenders have or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;;
(iv) (a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Lenders any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; (b) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsLenders’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Lenders by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsLenders’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s 's liability hereunder; andand
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors..
Appears in 1 contract
Samples: Credit Agreement (Woodward, Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of the other Guaranteed Obligations Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Parties have or may have against, the other Guarantors or any third party, or against any collateral provided by the any Person pursuant to any other Guarantors, or any third partyLoan Document; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidPayment in Full has occurred) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsParties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security thereforObligations; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsParties’ rights or remedies against the other Guarantorsguarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsParties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsParties; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Parties under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, of its claim against the Guarantors.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;; (ii)
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
; (iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Lenders has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;; (iv)
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any Lenders defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; (b) any defense, set-set- off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; and (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsLenders’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations guarantor of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute2), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Samples: Guaranty (Nelnet Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans, Facility LCs or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Holders of Guaranteed Secured Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Secured Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Secured Obligations has or may have against, the other Guarantors or any third party, or against any collateral Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Secured Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Secured Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Secured Obligations’ rights or remedies against the other Guarantorsguarantors of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Secured Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Secured Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Secured Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Secured Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Secured Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Secured Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Samples: Guaranty (Inventure Foods, Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, against the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans or other financial accommodations made or extended under this Agreement and the Loan Documents related documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each GuarantorBorrower’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations Lender to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such GuarantorBorrower’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Defaultrelated documents to which Borrowers are a party; and (g6) all other notices (except if such notice is specifically required to be given to such Guarantor Borrowers hereunder or under the Loan Documentsrelated documents to which Borrowers are a party) and demands to which each Guarantor such Borrower might otherwise be entitled;.
(iiib) its right, if any, right to require the Administrative Agent and the other Holders of Guaranteed Obligations Lender to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Lender has or may have against, the other Guarantors Borrowers or any third party, or against any collateral for the Obligations provided by the other GuarantorsBorrowers, or any third party; and each Guarantor . Each Borrower further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors Borrowers or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Borrowers in respect thereof;.
(a1) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Lender any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor Borrower may now or at any time hereafter have against the other Guarantors Borrowers or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsLender; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor Borrower has to performance hereunder, and any right such Guarantor Borrower has to be exonerated, arising by reason of: the impairment or suspension of the Administrative AgentLender’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other GuarantorsBorrowers; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Lender of the Guaranteed Obligations; any discharge of the other GuarantorsBorrowers’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Lender by operation of law as a result of the Administrative AgentLender’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Lender of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such GuarantorBorrower’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such GuarantorBorrower’s liability hereunder; and.
(vd) Each Borrower absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsLender; or (bii) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Lender under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against Borrowers.
(e) Each Borrower hereby absolutely, unconditionally, knowingly, and expressly waives: (i) any right of subrogation such Borrower has or may have as against the Guarantorsother Borrowers with respect to the Obligations; (ii) any right to proceed against the other Borrowers or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which such Borrower may now have or hereafter have as against the other Borrowers with respect to the Obligations; and (iii) any right to proceed or seek recourse against or with respect to any property or asset of the other Borrowers.
Appears in 1 contract
Samples: Business Financing Agreement (Digital Turbine, Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (aA) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (cB) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations the Trustee to ascertain the amount of the Guaranteed Obligations at any reasonable time; (dC) notice of any adverse change in the financial condition of the Borrower Company or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (eD) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsSecurities; (fE) notice of any Default or Event of Default; and (gF) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder or under the Loan Documentshereunder) and demands to which each Subsidiary Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent Trustee and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent Trustee and the other Holders of Guaranteed Obligations has now have or may hereafter have against, any other guarantor of the other Guarantors Guaranteed Obligations or any third party, or against any collateral provided by the such other Guarantors, guarantors or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof;
(aA) any rights to assert against the Administrative Agent Trustee and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent Trustee and the other Holders of Guaranteed ObligationsHolders; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative AgentTrustee’s and the other Holders of Guaranteed ObligationsHolders’ rights or remedies against the any other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations guarantor of the Guaranteed Obligations; any discharge (2) the alteration by the Trustee and the Holders of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.Guaranteed
Appears in 1 contract
Samples: Indenture (Arvinmeritor Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Lenders has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any Lenders defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; and (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsLenders’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations guarantor of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.;
Appears in 1 contract
Samples: Guaranty (Nelnet Inc)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans, Facility LCs or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Lenders has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidpaid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any Lenders defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsLenders’ rights or remedies against the other Guarantorsguarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Lenders by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsLenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors.
(vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each GuarantorBorrower’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations Lender to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such GuarantorBorrower’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of DefaultDocuments to which Borrowers are a party, except as may be otherwise expressly set forth herein; and (g6) all other notices (except if such notice is specifically required to be given to such Guarantor Borrowers hereunder or under the Loan DocumentsDocuments to which Borrowers are a party) and demands to which each Guarantor such Borrower might otherwise be entitled;.
(iiib) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lender to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Lender has or may have against, the other Guarantors Borrowers or any third party, or against any collateral for the Obligations provided by the other GuarantorsBorrowers, or any third party; and each Guarantor . Each Borrower further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors Borrowers or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Borrowers in respect thereof;.
(a1) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Lender any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor Borrower may now or at any time hereafter have against the other Guarantors Borrowers or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsLender; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor Borrower has to performance hereunder, and any right such Guarantor Borrower has to be exonerated, provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: the impairment or suspension of the Administrative AgentLender’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other GuarantorsBorrowers; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Lender of the Guaranteed Obligations; any discharge of the other GuarantorsBorrowers’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Lender by operation of law as a result of the Administrative AgentLender’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Lender of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such GuarantorBorrower’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such GuarantorBorrower’s liability hereunder; and.
(vd) Each Borrower absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by Lender including any defense based upon an election of remedies by Lender under the Administrative Agent provisions of Sections 580a, 580b, 580d, and 726 of the California Code of Civil Procedure or any similar law of California or any other Holders of Guaranteed Obligationsjurisdiction; or (bii) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Lender under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against Borrowers. Pursuant to California Civil Code Section 2856(b):
(i) Each Borrower waives all rights and defenses arising out of an election of remedies by the Guarantorscreditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Borrower’s rights of subrogation and reimbursement against the other Borrowers by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise.
(ii) Each Borrower waives all rights and defenses that such Borrower may have because the Obligations are secured by real property. This means, among other things:
(1) Lender may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by the other Borrowers; and (2) if Lender forecloses on any real property collateral pledged by the other Borrowers: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and
Appears in 1 contract
Samples: Business Financing Agreement (Orion Energy Systems, Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans Advances or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s Borrower's right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations Lender to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the other Borrower or of any other fact that might increase such Guarantor’s Borrower's risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsDocuments to which Borrowers are a party; (f6) notice of any Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor Borrowers hereunder or under the Loan DocumentsDocuments to which Borrowers are a party) and demands to which each Guarantor such Borrower might otherwise be entitled;.
(iiib) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lender to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Lender has or may have against, the other Guarantors Borrower or any third party, or against any collateral for the Obligations provided by the other GuarantorsBorrower, or any third party; and each Guarantor . Each Borrower further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors Borrower or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Borrower in respect thereof;.
(a1) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Lender any defense (legal or and equitable), set-off, counterclaim, or claim which such Guarantor Borrower may now or at any time hereafter have against the other Guarantors Borrower or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsLender; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor Borrower has to performance hereunder, and any right such Guarantor Borrower has to be exoneratedexonerate, provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ Lender's rights or remedies against the other GuarantorsBorrower; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Lender of the Guaranteed Obligations; any discharge of the other Guarantors’ Borrower's obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Lender by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ Lender's intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Lender of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such Guarantor’s Borrower's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s Borrower's liability hereunder; and.
(vd) Each Borrower absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by Lender including any defense based upon an election of remedies by Lender under the Administrative Agent provisions of Sections 580a, 580b, 580d, and 726 of the California Code of Civil Procedure or any similar law of California or any other Holders of Guaranteed Obligationsjurisdiction; or (bii) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Lender under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsBorrowers. Pursuant to California Civil Code Section 2856(b): Each Borrower waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Borrower's rights of subrogation and reimbursement against the other Borrower by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise.
(1) Lender may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by the other Borrower; and (2) if Lender forecloses on any real property collateral pledged by the other Borrower: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Lender may collect from such Borrower even if Lender, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from the other Borrower. This is an unconditional and irrevocable waiver of any rights and defenses each Borrower may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.
(e) If any of the Obligations at any time are secured by a mortgage or deed of trust upon real property, Lender may elect, in its sole discretion, upon a default with respect to the Obligations, to foreclose such mortgage or deed of trust judicially or nonjudicially in any manner permitted by law, before or after enforcing this Agreement and the Loan Documents, without diminishing or affecting the liability of any Borrower hereunder except to the extent the Obligations are repaid with the proceeds of such foreclosure. Each Borrower understands that (a) by virtue of the operation of California's antideficiency law applicable to nonjudicial foreclosures, an election by Lender nonjudicially to foreclose such a mortgage or deed of trust probably would have the effect of impairing or destroying rights of subrogation, reimbursement, contribution, or indemnity of such Borrower against the other Borrower or other guarantors or sureties, and (b) absent the waiver given by such Borrower, such an election would prevent Lender from enforcing this Agreement and the Loan Documents to which Borrowers are a party against such Borrower. Understanding the foregoing, and understanding that such Borrower is hereby relinquishing a defense to the enforceability of this Agreement and the Loan Documents to which Borrowers are a party, such Borrower hereby waives any right to assert against Lender any defense to the enforcement of this Agreement and the Loan Documents to which Borrowers are a party, whether denominated "estoppel" or otherwise, based on or arising from an election by Lender nonjudicially to foreclose any such mortgage or deed of trust. Each Borrower understands that the effect of the foregoing waiver may be that each Borrower may have liability hereunder for amounts with respect to which such Borrower may be left without rights of subrogation, reimbursement, contribution, or indemnity against the other Borrower or other guarantors or sureties. Each Borrower also agrees that the "fair market value" provisions of Section 580a of the California Code of Civil Procedure shall have no applicability with respect to the determination of such Borrower's liability under this Agreement and the Loan Documents to which Borrowers are a party.
(f) Each Borrower hereby absolutely, unconditionally, knowingly, and expressly waives: (i) any right of subrogation such Borrower has or may have as against the other Borrower with respect to the Obligations; (ii) any right to proceed against the other Borrower or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which such Borrower may now have or hereafter have as against the other Borrower with respect to the Obligations; and (iii) any right to proceed or seek recourse against or with respect to any property or asset of the other Borrower.
(g) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH BORROWER HEREBY ABSOLUTELY, KNOWINGLY, UNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580c, 580d, AND 726, CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, AND 3605, AND CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL CODE.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors Guarantor hereby absolutely, unconditionally, knowingly, and expressly waiveswaives to the fullest extent permitted by law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed ObligationsObligations , including any increase, extension, substitution, amendment, renewal or other modification thereof; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each the Guarantor’s right to make inquiry of the Administrative Agent and the Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower Designated Borrowers or of any other fact that might increase such the Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such the Guarantor hereunder or under the Loan Documents) and demands to which each the Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders any Holder of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders any Holder of Guaranteed Obligations has or may have against, the other Guarantors against or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders any Holder of Guaranteed Obligations any defense (legal or equitable), set-offset‑off, counterclaim, or claim which such the Guarantor may now or at any time hereafter have against the other Guarantors Designated Borrowers or any other party liable to the Administrative Agent and the other Holders any Holder of Guaranteed Obligations; (b) any defense, set-offset‑off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such the Guarantor has to performance hereunder, and any right such the Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders any Holder of Guaranteed Obligations’ rights or remedies against the other GuarantorsGuarantor; the alteration by the Administrative Agent and the other Holders any Holder of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ Guarantor’s obligations to the Administrative Agent and the other Holders any Holder of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders any Holder of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders any Holder of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such the Guarantor’s liability hereunder; and;
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders any Holder of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders any Holder of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsGuarantor; and
(vi) 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.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, irrevocably, unconditionally, knowingly, and expressly waiveswaives to the maximum extent permitted by applicable law:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents Documents, any Swap Agreement or any Banking Services Agreement or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed ObligationsObligations or any change to such amount, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of the Borrower, or of any material information pertinent to the Borrower or any Collateral, or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents, Swap Agreements and Banking Services Agreements; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents, the applicable Swap Agreement or the applicable Banking Services Agreement) and demands to which each such Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paidPaid in Full) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validitylegality, validity or enforceability of the Guaranteed Obligations or any part thereof or any present or future security thereforor collateral therefor (in each case other than the defense that the Guaranteed Obligations have been Paid in Full); (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsSecured Parties’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties of anything in partial satisfaction of the Guaranteed ObligationsObligations (in each case other than the defense that the Guaranteed Obligations have been Paid in Full); or the failure of the Administrative Agent and the other Secured Parties to accord such Guarantor the protections afforded a debtor under Article 9 of the applicable UCC or the taking of any action that otherwise prejudices such Guarantor; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer defers or delay delays the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders Secured Parties, including an election that may impair the subrogation rights of Guaranteed Obligationssuch Guarantor against the Borrower or that may impair the value of any Collateral; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Secured Parties under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute)Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Additional Waivers. Notwithstanding anything herein to (a) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS GUARANTY AND SECURITY AGREEMENT, EACH OF THE PARENTS HEREBY WAIVES, TO THE MAXIMUM EXTENT SUCH WAIVER IS PERMITTED BY LAW, ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 THROUGH AND INCLUDING SECTION 2855, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580C, 580D, AND 726, AND CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR LAWS OF GEORGIA OR ANY OTHER JURISDICTION.
(b) Without waiving the contrarygenerality of any other waiver or other provision set forth in this Guaranty and Security Agreement, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waivesParents also agrees to the following waivers:
(i) each of the Parents agrees that Lender's right to enforce this Guaranty and Security Agreement is absolute and is not contingent upon the genuineness, validity or enforceability of the Loan Agreement or any right of the Security Documents. Each of the Parents waives all benefits and defenses it may have to revoke under California Civil Code Section 2810 or any similar laws of Georgia or any other jurisdiction and agrees that Lender's rights under this Guaranty as and Security Agreement shall be enforceable even if no Borrower had any liability at the time of execution of the Loan Agreement or any of the other Finance Documents or later ceases to future indebtedness or notice of acceptance hereofbe liable;
(ii) (a) notice each of acceptance hereof; (b) notice the Parents waives all benefits and defenses it may have under California Civil Code Section 2809 or any similar laws of Georgia or any loans or other financial accommodations made or extended jurisdiction with respect to its obligations under this Guaranty and Security Agreement and agrees that Lender's rights under the Loan Agreement and the other Finance Documents or will remain enforceable even if the creation or existence amount secured by the Security Documents is larger in amount and more burdensome than that for which Borrowers are responsible; and
(iii) each of the Parents agrees that Lender may exercise its rights under this Guaranty and Security Agreement without taking any action against any Borrower, any other guarantor of any Guaranteed Borrower's obligations under the Loan Agreement or any of the other Finance Documents, any pledgor of collateral for any person's obligations to Lender or any other person in connection with the Obligations; , and without proceeding against or exhausting any security or collateral Lender holds.
(c) notice Each of the amount Parents waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Lender's rights of subrogation and reimbursement against Borrowers or the Parents, or any of them, by the operation of Section 580(d) of the Guaranteed Obligations, subject, however, California Code of Civil Procedure or otherwise. Each of the Parents waives all rights and defenses that the Parents to each Guarantor’s right to make inquiry of Administrative Agent and Holders of the extent the Guaranteed Obligations to ascertain may be secured by real property. This means, among other things: (i) Lender may collect from the Parents without first foreclosing on any real or personal property collateral pledged by any other obligor; (ii) If Lender forecloses on any real property collateral pledged by any other obligors: (A) the amount of the Guaranteed Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (B) Lender may collect from the Parents even if Lender, by foreclosing on the real property collateral, has destroyed any reasonable time; right the Parents may have to collect from the other obligors. This is an unconditional and irrevocable waiver of any rights and defenses the Parents may have because the Guaranteed Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.
(d) notice of any adverse change The paragraphs in the financial condition this Guaranty and Security Agreement which refer to certain sections of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent California Civil Code and the other Holders California Code of Guaranteed Obligations Civil Procedure are included in this Guaranty and Security Agreement solely out of an abundance of caution and shall not be construed to institute suit against, or to exhaust mean that any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason above-referenced provisions of the cessation from California law are in any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations way applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent this Guaranty and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsSecurity Agreement.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Tarrant Apparel Group)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (a1) notice of acceptance hereof; (b2) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and Holders of Guaranteed Obligations the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d4) notice of any adverse change in the financial condition of the Foreign Parent Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (e5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f6) notice of any Unmatured Default or Event of Default; and (g7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has Lenders have or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations Lenders any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; (b) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed ObligationsLenders’ rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations Lenders by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed ObligationsLenders’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed ObligationsLenders; or (b) any election by the Administrative Agent and the other Holders of Guaranteed Obligations Lenders under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.
Appears in 1 contract
Samples: Credit Agreement (Woodward, Inc.)
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:
(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;
(ii) (aA) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (cB) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations the Trustee to ascertain the amount of the Guaranteed Obligations at any reasonable time; (dC) notice of any adverse change in the financial condition of the Borrower Company or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (eD) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsSecurities; (fE) notice of any Default or Event of Default; and (gF) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder or under the Loan Documentshereunder) and demands to which each Subsidiary Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Administrative Agent Trustee and the other Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent Trustee and the other Holders of Guaranteed Obligations has now have or may hereafter have against, any other guarantor of the other Guarantors Guaranteed Obligations or any third party, or against any collateral provided by the such other Guarantors, guarantors or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof;
(aA) any rights to assert against the Administrative Agent Trustee and the other Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent Trustee and the other Holders of Guaranteed ObligationsHolders; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative AgentTrustee’s and the other Holders of Guaranteed ObligationsHolders’ rights or remedies against the any other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations guarantor of the Guaranteed Obligations; (2) (NY) 20543/090/INDENTURE/arm.indenture.doc the alteration by the Trustee and the Holders of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent Trustee and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative AgentTrustee’s and the other Holders of Guaranteed ObligationsHolders’ intervention or omission; or (4) the acceptance by the Administrative Agent Trustee and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and
(v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent Trustee and the other Holders of Guaranteed ObligationsHolders; or (b) any election by the Administrative Agent Trustee and the other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Subsidiary Guarantors.
Appears in 1 contract
Samples: Indenture (Arvinmeritor Inc)
