No defence. In the event we institute legal action against you, you will be liable to indemnify and pay all legal costs and disbursements on a solicitor and client basis. You agree that and dispute in relation to the quality of the Service shall not be used as a ground or basis for the delay or non-payment of the outstanding Total Current Charges payable pursuant to the Agreement.
No defence. Notwithstanding clause 6.2,the Licensor shall not defend the Licensee against any Claim if:
(a) the Licensee uses the Product with any other system and if the use of the Product without such other system would not incur a Claim against the Licensee;
(b) the Licensee uses the Product in any manner other than is intended or contemplated by this Agreement; or
(c) the Licensee uses the Product with any system not approved by the Licensor for use in combination with the Product.
No defence. It shall not be a defence to a claim by the Affected Bank under this Clause 18 that any increased cost could have been avoided by the Affected Bank. However, each Creditor Party shall, in consultation with the Account Party, take all reasonable steps to mitigate any circumstances which arise or would result in any amount becoming payable under or pursuant to Clause 18, including, but not limited to, its rights and obligations under the Finance Documents being moved to an affiliate or another facility office.
No defence. It shall not be a defence to a claim by the Lender under this Clause 23 that any increased cost could have been avoided by the Lender.
No defence. It shall not be a defence to a claim by the Affected Bank under this Clause 19 that any Increased Cost could have been avoided by the Affected Bank.
No defence. No action or proceeding brought or instituted under this Indemnity and no recovery in pursuance thereof shall be a bar or defence to any further action or proceeding which may be brought under this Indemnity by reason of any further default or default hereunder or in the performance and observance of the covenants, agreements, conditions and provisos of this Lease.
No defence. (a) The obligations of the Guarantor under this Guarantee Agreement will not be affected by an act, omission, matter or thing which relates to the principal obligation (or purported obligation) of the Borrower or any other Guarantor and which would reduce, release or prejudice any of its obligations under this Guarantee Agreement, including any personal defences of the Borrower (Einreden des Hauptschuldners) or any right of revocation (Anfechtung) or set-off (Aufrechnung) of the Borrower. In particular, the Guarantor by its execution of this Guarantee Agreement:
(i) consents (willigt ein), as required pursuant or analogue to Section 418 sub-section 1 sentence 3 BGB, to any assumption of debt (Schuldübernahme) or assignment and transfer by assumption of contract (Vertragsübernahme) which relates to any such principal obligation (or purported obligation); and
(ii) waives (verzichtet auf) (A) any defences (Einreden) to which a Borrower in its respective capacity as principal debtor (Hauptschuldner) of any such principal obligation (or purported obligation) may be entitled and which may be asserted by the Guarantor pursuant or analogue to Section 768 sub-section 1 BGB as well as (B) any defences of voidability (Anfechtbarkeit) and set-off (Aufrechenbarkeit) pursuant or analogue to Section 770 sub-section 1 BGB or, respectively, section 770 sub-section 2 BGB.
(b) The obligations of the Guarantor under this Guarantee Agreement are independent from any other security or guarantee which may have been or will be given to the Bank. In particular, the obligations of the Guarantor under this Guarantee Agreement will not be affected by any of the following:
(i) the release of, or any time (Stundung), waiver or consent granted to, the Borrower or any other Guarantor from or in respect of its obligations under or in connection with any Finance Document,
(ii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of, the Borrower or any other Guarantor or any other person or any failure to realise the full value of any Security,
(iii) any incapacity or lack of power, authority or legal personality of or dissolution or a deterioration of the financial condition of the Borrower or any other Guarantor, or
(iv) any unenforceability, illegality or invalidity of any obligation of the Borrower or any other Guarantor under the Finance Documents.
(c) For the avoidance of ...
No defence. 43 18.5 Modification in Writing......................................................... 44 18.6 Authority....................................................................... 44 18.7 Enurement....................................................................... 44 18.8 Assignments, Reorganization, Etc................................................ 44 18.9
No defence. The Borrower may not refuse a demand under Clause 15.2 on the ground that the relevant increase or reduction or loss of tax relief could have been avoided.
No defence. 3.2.1 The Guarantor hereby expressly waives any right it has, or may have, which might reduce or extinguish its payment obligations under this Guarantee Agreement whether by way of set-off, lien, defence or otherwise.
3.2.2 Accordingly, the Guarantor acknowledges that it cannot raise any objection, ground or plea of any kind, in particular based on the Finance Documents, to refuse or delay the performance of its obligations under this Guarantee Agreement and/or any payment to be made by it under this Guarantee Agreement.
3.2.3 The obligations of the Guarantor will not be affected by an act, omission, matter or thing which relates to the principal obligation (or purported obligation) of the Obligors and which would reduce, release or prejudice any of the Guarantor’s obligations under this Guarantee Agreement, including any personal defences of each Obligors or any right of revocation or set-off of each Obligor.
3.2.4 In particular, but without limitation, the Guarantor acknowledges that its obligations to make payments hereunder are independent from and will not be affected by:
(a) the release of, or any time, waiver or consent granted to, any of the other Obligors from or in respect of its obligations under or in connection with any Finance Document;
(b) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of, the Obligors or any other person or any failure to realise full value of any Security;
(c) any incapacity or lack of power, authority or legal personality of or dissolution or a deterioration of the financial condition of the Obligors;
(d) the validity, legality, regularity and/or enforceability of any of the Finance Documents and the rights and obligations of the Obligors thereunder;
(e) any absence of action by the Bank against the Obligors to enforce the Bank’s rights under any of the Finance Documents;
(f) any waiver or consent given by the Bank with respect to any provisions of any of the Finance Documents;
(g) the occurrence of any event whatsoever which could prevent any of the Obligors from performing any of its obligations, including its payment obligations, under any of the Finance Documents, including in relation to the opening of any voluntary or judicial insolvency or restructuring proceedings in any jurisdiction; and
(h) any other circumstances which might otherwise constitute a legal discharge of or a defence for the Obligor...
