Common use of Defenses Waived Clause in Contracts

Defenses Waived. To the fullest extent permitted by Applicable Laws, Guarantor waives any defense based on or arising out of any defense of Seller or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of Seller, other than the payment in full in cash or immediately available funds of all the Obligations (other than contingent indemnity or expense reimbursement obligations as to which no claim has been made). Buyer may, at its election, compromise or adjust any part of the Obligations, make any other accommodation with Seller or exercise any other right or remedy available to it against Seller, without affecting or impairing in any way the liability of Guarantor hereunder except to the extent the Obligations (other than contingent indemnity or expense reimbursement obligations as to which no claim has been made) have been paid in full in cash or immediately available funds. To the fullest extent permitted by Applicable Laws, Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Laws, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of Guarantor against any other party hereto.

Defenses Waived. To the fullest extent permitted by Applicable Lawsapplicable Law, each Subsidiary Guarantor waives any defense based on or arising out of any defense of Seller or the unenforceability of the Obligations or any part thereof from any cause, cause or the cessation from any cause of the liability of Seller, (other than the final and indefeasible payment in full in cash or immediately available funds of all the Obligations (other than contingent indemnity or expense reimbursement indemnification obligations as to for which no claim has been made)asserted) and the termination of all Commitments) of the Borrower or any other Person. Buyer Subject to the terms of the other Loan Documents, the Administrative Agent and the other Indemnified Parties may, at its 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 Seller any other Loan Party or any other guarantor or exercise any other right or remedy available to it them against Sellerany other Loan Party or any other guarantor, without affecting or impairing in any way the liability of each Subsidiary Guarantor hereunder except to the extent the Obligations (other than contingent indemnity or expense reimbursement indemnification obligations as to for which no claim has been madeasserted) have been fully, finally and indefeasibly paid in full in cash or immediately available fundscash. To Pursuant to and to the fullest extent permitted by Applicable Lawsapplicable Law, each Subsidiary Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Lawsapplicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Subsidiary Guarantor against any other party heretoLoan Party, any other guarantor or any security.

Defenses Waived. To the fullest extent permitted by Applicable Lawsapplicable Law, the Guarantor waives (i) any defense based on or arising out of any defense of Seller or the unenforceability of the Obligations or any part thereof from any cause, cause or the cessation from any cause of the liability of Seller, (other than the payment in full in cash or immediately available funds of all the Obligations (other than contingent indemnity liabilities that are not yet due and payable)) of the Borrower or expense reimbursement obligations as any other Person in respect of the Obligations and (ii) any law or regulation of any jurisdiction or any other event affecting any term of a guaranteed obligation. Subject to which no claim has been made). Buyer the terms of the other Loan Documents, the Administrative Agent and any Lender or L/C Issuer may, at its 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 Seller the Borrower or exercise any other right or remedy available to it them against Sellerthe Borrower, without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Obligations (other than contingent indemnity or expense reimbursement indemnification obligations as to which no claim has been madethat are not yet due and payable) have been paid in full in cash or immediately available fundscash. To Pursuant to and to the fullest extent permitted by Applicable Lawsapplicable Law, the Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Lawsapplicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantor against the Borrower or any other party heretosecurity.

Defenses Waived. To the fullest extent permitted by Applicable Lawsapplicable law, each Guarantor waives any defense based on or arising out of any defense of Seller any Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any causecauses, or the cessation from any cause of the liability of Sellerany Loan Party, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations. The Administrative Agent, any Issuer, any Trustee and any Lender may at their election, foreclose on any security held by one or immediately available funds more of all the Obligations (other than contingent indemnity them by one or expense reimbursement obligations as to which no claim has been made). Buyer maymore judicial or nonjudicial sales, at its electionaccept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with Seller or exercise any other right Loan Party or remedy available to it against Sellerany other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations (other than contingent indemnity or expense reimbursement obligations as to which no claim has been made) have been fully, finally and indefeasibly paid in full in cash or immediately available fundscash. To the fullest extent permitted by Applicable LawsPursuant to applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Lawsapplicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against IMTT-Fxxxx or any other party heretoGuarantor or guarantor, as the case may be, or any security.

Defenses Waived. To the fullest extent permitted by Applicable Lawsapplicable law, each Guarantor waives any defense based on or arising out of any defense of Seller the Borrowers, any other Loan Party or any other Guarantor or the unenforceability of the Obligations or any part thereof hereof from any cause, or the cessation from any cause of the liability of Sellerthe Borrowers, any other Loan Party or any other Guarantor, other than the indefeasible payment in full in cash or immediately available funds of all the Obligations (Obligations. The Administrative Agent and the other than contingent indemnity or expense reimbursement obligations as to which no claim has been made). Buyer Lenders may, at its their election, compromise or adjust any part of the Obligations, make any other accommodation with Seller the Borrowers, any other Loan Party or any Guarantor or exercise any other right or remedy available to it them against Sellerthe Borrowers or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent all the Obligations (other than contingent indemnity or expense reimbursement obligations as to which no claim has been made) have been fully and indefeasibly paid in full in cash or immediately available fundscash. To the fullest extent permitted by Applicable Lawsapplicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Lawsapplicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrowers, any other party heretoLoan Party or any other Guarantor, as the case may be, or any security.

Defenses Waived. To the fullest extent permitted by Applicable Lawsapplicable Law, each Subsidiary Guarantor waives any defense based on or arising out of any defense of Seller or the unenforceability of the Obligations or any part thereof from any cause, cause or the cessation from any cause of the liability of Seller, (other than the final and indefeasible payment in full in cash or immediately available funds of all the Obligations (other than contingent indemnity or expense reimbursement indemnification obligations as to for which no claim has been made)asserted) and the termination of all Commitments) of the Borrower or any other Person. Buyer Subject to the terms of the Loan Documents, the Administrative Agent and the other Indemnified Parties may, at its 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 Seller any other Loan Party or any other guarantor or exercise any other right or remedy available to it them against Sellerany other Loan Party or any other guarantor, without affecting or impairing in any way the liability of each Subsidiary Guarantor hereunder except to the extent the Obligations (other than contingent indemnity or expense reimbursement indemnification obligations as to for which no claim has been madeasserted) have been fully, finally and indefeasibly paid in full in cash or immediately available fundscash. To Pursuant to and to the fullest extent permitted by Applicable Lawsapplicable Law, each Subsidiary Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Lawsapplicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Subsidiary Guarantor against any other party heretoLoan Party, any other guarantor or any security.

Defenses Waived. To the fullest extent permitted by Applicable Lawsapplicable law, each Guarantor waives any defense based on or arising out of any defense of Seller the Borrower or any other Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of Sellerthe Borrower or any other Loan Party, other than the final payment in full in cash or immediately available funds of all of the Secured Obligations (other than unasserted contingent indemnity or indemnification and unasserted expense reimbursement obligations as to which no claim has been madein each case not yet due and payable). Buyer The Lender may, at its their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with Seller the Borrower or any other Loan Party or exercise any other right or remedy available to it them against Sellerthe Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations (other than unasserted contingent indemnity or indemnification and unasserted expense reimbursement obligations as to which no claim has been madein each case not yet due and payable) have been paid in full in cash or immediately available fundscash. To the fullest extent permitted by Applicable Lawsapplicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Lawsapplicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other party heretoLoan Party, as the case may be, or any security.