Certain Defenses. Any defense based on the incapacity, lack of authority, death or disability of any other person or entity or the failure of Lender to file or enforce a claim against the estate of any other person or entity in any administrative, bankruptcy or other proceeding.
Certain Defenses. Nothing herein is intended to deny to either Parent, and it is expressly agreed that each Parent shall have and may assert, any and all of the defenses, set-offs, counterclaims and other rights (other than those relating to insolvency, bankruptcy or reorganization as described in Section 1.9) with regard to any Obligations that its Affiliated Obligors may possess except any defense its Affiliated Obligors may possess relating to lack of validity or enforceability of the Other Agreements or any other agreement or instrument relating thereto as against its Affiliated Obligors arising from the defective incorporation or other defective organization of its Affiliated Obligors, their lack of qualification to do business in any applicable jurisdiction or their defective corporate or other organizational authority to enter into, deliver or perform the Other Agreements.
Certain Defenses. Any defense that may arise by reason of (i) the incapacity, lack of authority, death or disability of the Borrower, any other Guarantor or any other Person, (ii) the revocation or repudiation of any of the Loan Documents by the Borrower, any other Guarantor or any other Person, (iii) the unenforceability in whole or in part of the Loan Documents or any other instrument, document or agreement, (iv) the failure of any Holder of Guaranteed Obligations to file or enforce a claim against any Person liable for any of the Obligations or in any bankruptcy case or insolvency, receivership, dissolution or liquidation proceeding, (v) any election made by any Holder of Guaranteed Obligations as to any right or remedy granted or available to it under the Bankruptcy Code, or (vi) any other borrowing or grant of a security interest under Section 364 of the Bankruptcy Code;
Certain Defenses. Each Pledgor hereby waives diligence, presentment, demand, notice of demand, notice of nonpayment or dishonor, protest, notice of protest and all other notices of any kind whatsoever as to the Note, or any renewal, extension, rearrangement, consolidation or modification thereof. Each Pledgor agrees that it shall not be necessary for the Secured Party, in order to enforce this Agreement, first, (i) to exhaust its remedies against the Debtor, any guarantor or others liable on the obligations evidenced by the Note; or (ii) to enforce the Secured Party's rights in any other security given to secure the Note. Each Pledgor further waives, to the fullest extent permitted by law, (i) all defenses given to sureties or guarantors at law or in equity other than the actual payment of the sums evidenced by the Note and secured by this Agreement and the performance of the other covenants and agreements contained herein and (ii) any defense it may have to any liability hereunder based on any asserted lack of diligence, delay in prosecuting any action with regard to the Note, or any impairment of any other security for payment of the Note.
Certain Defenses. Nothing herein is intended to deny to Guarantor, and it is expressly agreed that Guarantor shall have and may assert, any and all the defenses, set-offs, counterclaims and other rights (other than those relating to insolvency, bankruptcy or reorganization as described in Section 2.8) with regard to any Obligation that Obligor may possess except as set forth herein or any other defense Obligor may possess relating to lack of validity or enforceability of the APA, the other Transaction Documents or any other agreement or instrument relating to the foregoing as against Obligor arising from (a) the defective incorporation or other defective organization of Obligor, (b) Obligor’s lack of qualification to do business in any applicable jurisdiction or (c) Obligor’s defective corporate or other organizational authority to enter into, deliver or perform the APA or any other Transaction Documents.
Certain Defenses. Nothing herein is intended to deny to any Parent Party, and it is expressly agreed that each Guarantor shall have and may assert, any and all the defenses, setoffs, counterclaims and other rights (other than those relating to insolvency, bankruptcy or reorganization as described in Section 8.10) with regard to the Lyondell Obligations or Bayer Obligations, as the case may be, that its Affiliated Obligors may possess except any defense its Affiliated Obligors may possess relating to lack of validity or enforceability of the Transaction Documents or any other agreement or instrument relating thereto as against its Affiliated Obligors arising from (i) the defective incorporation or other defective organization of any of its Affiliated Obligors, (ii) any of its Affiliated Obligors' lack of qualification to do business in any applicable jurisdiction or (iii) any of its Affiliated Obligors' defective corporate or other organizational authority to enter into, deliver or perform the Transaction Documents.
Certain Defenses. Notwithstanding anything to the contrary contained herein, but without in any way affecting Guarantor’s waiver of suretyship defenses generally pursuant to Section 3, Guarantor shall be entitled to rely on, assert and have the benefit of any defense to the payment or performance of any Guaranteed Obligation that Seller is entitled to rely on, assert and have the benefit of pursuant to the Purchase Agreement or applicable Law, other than any defense that is personal to Seller such as lack of capacity or authority of Seller or discharge in bankruptcy.
Certain Defenses. Any defense that may arise by reason of (i) the incapacity, lack of authority, death or disability of the Borrower, Starwood REIT, any other Guarantor or any other Person, (ii) the revocation or repudiation of any of the Note Documents by the Borrower, Starwood REIT, any other Guarantor or any other Person, (iii) the unenforceability in whole or in part of the Note Documents or any other instrument, document or agreement, (iv) the failure of any holder of Guaranteed Obligations to file or enforce a claim 75 82 against any Person liable for any of the Guaranteed Obligations or in any bankruptcy case or insolvency, receivership, dissolution or liquidation proceeding, (v) any election made by any holder of Guaranteed Obligations as to any right or remedy granted or available to it under Bankruptcy Law, or (vi) any other borrowing or grant of a security interest under any provision of Bankruptcy Law;
Certain Defenses. (1) If Buyer makes any claim for indemnification against Seller arising under Section 4.25, Seller shall be entitled to assert all defenses that constitute a defense to any action brought under section 10 of the Securities Exchange Act of 1934, section 12(2) of the Securities Act of 1933 and common law fraud.
(2) Seller shall be entitled to assert the defense to any Indemnity Claim that Buyer had actual Knowledge of the facts giving rise to such Indemnity claim prior to the Closing Date. Seller shall bear the burden of proving Buyer's actual Knowledge by clear and convincing evidence.
Certain Defenses. Anadarko agrees that, notwithstanding anything contained herein to the contrary, Guarantor shall not be obligated to pay or perform any Obligation hereunder to the extent that Purchaser is not required to pay or perform such Obligation as a result of any right of offset, counter claim, or other defense available to Purchaser with respect to the Agreement (collectively, a "Purchaser Defense"). In furtherance thereof, Guarantor shall be entitled to assert, as a valid defense to the payment or performance of any Obligation hereunder, any Purchaser Defense to the same extent that any such Purchaser Defense could be asserted by Purchaser in any action brought to enforce the Obligations against Purchaser.
