Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan Party, other than the final and indefeasible payment in full in cash of the Obligations. The Administrative Agent and the other Credit Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower or any Guarantor or exercise any other right or remedy available to them against any Borrower or any Guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower or any other Guarantor, as applicable, or any security.
Appears in 5 contracts
Samples: Credit Agreement (Tiffany & Co), Guaranty Agreement (Tiffany & Co), Guaranty Agreement (Tiffany & Co)
Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense based on or arising out of any defense of any Borrower or any other Loan Party either of the Borrowers or the unenforceability of the Guarantied Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan Partyeither of the Borrowers, other than the final and indefeasible payment in full in cash of the Guarantied Obligations. The Administrative Agent and the other Credit Guarantied Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guarantied Obligations, make any other accommodation with any Borrower the Borrowers or any Guarantor or exercise any other right or remedy available to them against any Borrower or any Guarantorguarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guarantied Obligations have been fully, fully and finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower the Borrowers or any other GuarantorGuarantor or guarantor, as applicablethe case may be, or any security.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Fortegra Financial Corp), Subsidiary Guaranty Agreement (Fortegra Financial Corp), Subsidiary Guaranty Agreement (Fortegra Financial Corp)
Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan Party, other than the final and indefeasible payment in full in cash of the Obligations. The Administrative Agent and the other Credit Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower Loan Party or any Guarantor other guarantor or exercise any other right or remedy available to them against any Borrower Loan Party or any Guarantorother guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower Loan Party or any other GuarantorGuarantor or guarantor, as applicablethe case may be, or any security.
Appears in 2 contracts
Samples: Guarantee Agreement (Crown Holdings Inc), Guarantee Agreement (Crown Holdings Inc)
Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Borrower or any other Loan Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan Credit Party, other than the final and indefeasible payment in full in cash of the Obligations. The Administrative Agent and the other Credit Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower Credit Party or any Guarantor other guarantor or exercise any other right or remedy available to them against any Borrower Credit Party or any Guarantorother guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower Credit Party or any other GuarantorGuarantor or guarantor, as applicablethe case may be, or any security.
Appears in 2 contracts
Samples: Pledge Agreement (Crown Holdings Inc), Guarantee Agreement (Crown Holdings Inc)
Defenses of Borrowers Waived. To the fullest extent permitted by applicable lawApplicable Law, each of the Guarantors Borrowers waives any defense based on or arising out of any defense of any other Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan PartyBorrower, other than the final and indefeasible payment in full in cash of all the Obligations. The Administrative Collateral Agent and the other Credit Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower or any Guarantor other Borrower, or exercise any other right or remedy available to them against any Borrower or any Guarantorother Borrower, without affecting or impairing in any way the liability of any Guarantor Borrower hereunder except to the extent that all the Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to, and to applicable lawthe extent permitted by, Applicable Law, each Guarantor of the Borrowers waives any defense arising out of any such election even though such election operates, pursuant to applicable lawApplicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Borrower against any other Borrower or any other Guarantor, as applicable, or any security.
Appears in 2 contracts
Samples: Guaranty (Marsh Supermarkets Inc), Marsh Supermarkets Inc
Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense based on or arising out of any defense of any Borrower or any other Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan Party, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations. The Administrative Agent and the other Credit Parties Lenders may, at their electionelection during the existence of an Event of Default, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Borrower other Loan Party or any Guarantor or exercise any other right or remedy available to them against any Borrower or any Guarantorguarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower the Borrowers or any other GuarantorGuarantor or guarantor, as applicablethe case may be, or any security.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (PRGX Global, Inc.), Subsidiary Guaranty Agreement (PRGX Global, Inc.)
Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan PartyBorrower, other than the final and indefeasible payment in full in cash of the Obligations. The Administrative Agent and the other Credit Parties Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower or any Guarantor other guarantor or exercise any other right or remedy available to them against any Borrower or any Guarantorother guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower or any other GuarantorGuarantor or guarantor, as applicablethe case may be, or any security.
Appears in 2 contracts
Samples: Day Credit Agreement (American Standard Companies Inc), Credit Agreement (American Standard Companies Inc)
Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Borrower or any other Loan Party Guarantor or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any Guarantor or any other Loan Partycircumstances that might constitute a defense of any Borrower or any Guarantor, other than the final and indefeasible payment in full in cash of all the Obligations. The Administrative Agent Agent, the Lenders and the other Credit Parties Issuing Banks may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower or any other Guarantor or exercise any other right or remedy available to them against any Borrower or any Guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent that all the Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each Guarantor of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower or any other Guarantor, as applicable, or any security.
Appears in 1 contract
Samples: Credit Agreement (Convergys Corp)
Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Borrower or any other Loan Party the invalidity or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan PartyBorrower, other than the final and indefeasible payment in full in cash of the Obligations (or, in the case of an action seeking payment of less than all the Obligations, payment in full in cash of the portion of the Obligations sought in such action). The Administrative Collateral Agent and the other Credit Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower or any other Guarantor or exercise any other right or remedy available to them against any Borrower or any other Guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to To the fullest extent permitted by applicable law, each Guarantor of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower or any other GuarantorGuarantor or guarantor, as applicablethe case may be, or any security.
Appears in 1 contract
Samples: Pledge Agreement (Great Atlantic & Pacific Tea Co Inc)
Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense based on or arising out of any defense of any Borrower the Borrowers or any other Loan Party Guarantor (as defined in the Credit Agreement) or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower the Borrowers or any other Loan Partyguarantor of the Obligations, other than the final and indefeasible payment in full in cash of the Obligations. The Administrative Agent and the other Credit Parties may, at their its election, foreclose on any security held by one or more of them it by one or more judicial or nonjudicial non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrowers, any Borrower other Loan Party, or any Guarantor other guarantor of the Obligations, or exercise any other right or remedy available to them it against any Borrower the Borrowers or any Guarantorother Guarantor (as defined in the Credit Agreement), without affecting or impairing in any way the liability of any the Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each the Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such the Guarantor against any Borrower the Borrowers or any other GuarantorGuarantor (as defined in the Credit Agreement), as applicable, or any security.
Appears in 1 contract
Samples: Parent Guaranty Agreement (Newtek Business Services Corp.)
Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan Party, other than the final and indefeasible payment in full in cash of the Obligations. The Administrative Collateral Agent and the other Credit Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower Loan Party or any Guarantor other guarantor or exercise any other right or remedy available to them against any Borrower Loan Party or any Guarantorother guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower Loan Party or any other GuarantorGuarantor or guarantor, as applicablethe case may be, or any security.
Appears in 1 contract
Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense based on or arising out of any defense of any a Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan Partya Borrower, other than the final and indefeasible payment in full in cash of the Obligations. The Administrative Collateral Agent and the other Credit Guaranteed Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower the Borrowers or any Guarantor other guarantor or exercise any other right or remedy available to them against any Borrower the Borrowers or any Guarantorother guarantor, without affecting or impairing in any way the liability of any the Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to To the fullest extent permitted by applicable law, each the Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any a Borrower or any other Guarantorguarantor, as applicablethe case may be, or any security.
Appears in 1 contract
Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Borrower or any other Loan Credit Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan Credit Party, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations. The Administrative Agent and the other Credit Parties Secured Creditors may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Borrower Credit Party or any Guarantor other guarantor or exercise any other right or remedy available to them against any Borrower Credit Party or any Guarantorother guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower Credit Party or any other GuarantorGuarantor or guarantor, as applicablethe case may be, or any security.
Appears in 1 contract
Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Borrower or any other Loan Party the Borrowers or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan Partythe Borrowers, other than the final and indefeasible payment in full in cash of the Obligations. The Administrative Collateral Agent and the other Credit Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower the Borrowers or any Guarantor other guarantor or exercise any other right or remedy available to them against any Borrower the Borrowers or any Guarantorother guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any either Borrower or any other GuarantorGuarantor or guarantor, as applicablethe case may be, or any security.
Appears in 1 contract
Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense available to any Borrower, including any defense based on or arising out of any disability of any Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan Partycircumstances that might constitute a defense of any Borrower or any Guarantor, other than the final and indefeasible payment in full in cash of all the Obligations. The Administrative Agent Agent, the Lenders and the other Credit Parties Issuing Banks may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial non judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower or any other Guarantor or exercise any other right or remedy available to them against any Borrower or any other Guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower or any other Guarantor, as applicable, or any security.
Appears in 1 contract
Samples: Credit Facility Agreement (ITT Corp)