SUSPENSION OF GUARANTOR'S RIGHTS Sample Clauses

SUSPENSION OF GUARANTOR'S RIGHTS. The Guarantor agrees that so long as any obligations remain outstanding hereunder, whether present or future, direct or indirect, absolute or contingent, matured or not, the Guarantor shall not exercise any rights which the Guarantor may at any time have by reason of the performance of any of its obligations hereunder: (a) to be indemnified by the Company; (b) to claim contribution from any other guarantor of the debt, liabilities or obligations of the Company; or (c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Noteholders under the Noteholder Agreements or any other guarantee or security taken pursuant to or in connection therewith.
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SUSPENSION OF GUARANTOR'S RIGHTS. The Guarantor may not: (a) raise a set-off or counterclaim available to it or the Tenant against the Landlord in reduction of its liability under this guarantee and indemnity; or (b) claim to be entitled by way of contribution, indemnity, subrogation, marshalling or otherwise to the benefit of any security or guarantee held by the Landlord in connection with this Lease; or (c) make a claim or enforce a right against the Tenant or its property; or (d) prove in competition with the Landlord if a liquidator, provisional liquidator, receiver, administrator or trustee in bankruptcy is appointed in respect of the Tenant or the Tenant is otherwise unable to pay its debts when they fall due, until all money payable to the Landlord in connection with this Lease or the Tenant's occupation of the Premises is paid.
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SUSPENSION OF GUARANTOR'S RIGHTS. Until the Guaranteed Obligations have been irrevocably paid and performed in full, each Guarantor may not, without the consent of ANZ: (a) share in any Security or money received or receivable by ANZ in connection with any Guaranteed Obligations, or stand in the place of ANZ in relation to any Security or right to receive money; (b) take any steps to exercise or enforce a right against any Borrower relating to any money paid by it to ANZ under this Guarantee; (c) have or exercise any rights as surety in competition with ANZ; (d) receive, claim or have the benefit of any payment (including a payment under a Security), distribution or Security by, from or on account of any Borrower or any other person; (e) in reduction of its liability under this Guarantee, raise, claim or make a defence, set off or counterclaim available to it , any Borrower, or a co-guarantor, co-indemnifier or co- surety against ANZ; or (f) claim to be entitled by way of contribution, indemnity, subrogation, marshalling or otherwise to the benefit of any document to which ANZ is a party. Each Guarantor shall hold any amount recovered or Security taken by it in breach of this Clause
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SUSPENSION OF GUARANTOR'S RIGHTS. Until all money payable to Us in connection with this Licence is paid the Guarantor may not without Our approval:
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SUSPENSION OF GUARANTOR'S RIGHTS. The Guarantor: (a) waives any right to be subrogated to or otherwise have the benefit of this Deed or any Collateral Security or any other right of the Lender until: (i) the Moneys Payable have been satisfied in full; and (ii) in the reasonable opinion of the Lender, any payment towards the satisfaction of the Moneys Payable is not void, voidable or otherwise unenforceable or refundable; (b) must not exercise a right of set-off or counterclaim available to itself or any other Relevant Company which reduces or extinguishes the obligation of the Borrower or the Guarantor to pay the Moneys Payable; and (c) must not until the Moneys Payable have been satisfied in full make any claim or enforce any right against the Borrower or any Relevant Company or their respective property, and the Lender is not obliged to xxxxxxxx in favour of Guarantor any Collateral Security or any property that the Lender has an interest in or may be entitled to receive.
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SUSPENSION OF GUARANTOR'S RIGHTS. As long as any of the Secured Moneys are owing or payable by the Lessee to the Lessor (whether or not the Guarantor has become liable for those moneys under this Guarantee), the Guarantor shall not: 7.5.1 claim any set-off or make any counter-claim against the Lessee or the Lessor; 7.5.2 make any claim or enforce any right against the Lessee or any other guarantor or (where the Lessee or any other Guarantor dies) against his estate; 7.5.3 prove in competition with the Lessor if the Lessee or any Guarantor becomes insolvent, whether in respect of any amount paid by the Guarantor under this Guarantee and Indemnity, in respect of any other amount (including the proceeds of any security) applied by the Lessor in reduction of the Guarantor's liability under this Guarantee and Indemnity, or otherwise; or 7.5.4 be entitled to the benefit of any security or guarantee or any share therein now or subsequently held by the Lessor in respect of the Secured Moneys or the Secured Obligations or any of them.
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SUSPENSION OF GUARANTOR'S RIGHTS. So long as any Guaranteed Obligations remain outstanding, Goldcorp shall not exercise any rights which Goldcorp may at any time have by reason of the performance of any of its obligations under this Guarantee: (i) to be indemnified by Goldcorp USA; (ii) to claim contribution from any other guarantor of the debts, liabilities or obligations of Goldcorp USA; or (iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Buyer under this Agreement.
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SUSPENSION OF GUARANTOR'S RIGHTS a) Until the Guaranteed Monies and all other monies payable under this Deed have been irrevocably paid and discharged in full, the Guarantor may not: i) Share in any security or guarantee held or money received by the Company in respect of the Guaranteed Monies or stand in the place of the Company in respect of any such security or guarantee or right to receive money; ii) Take any measures to enforce a right or claim against the Customer in respect of any money paid to the Company under this Deed; or iii) Have or exercise any rights as surety in competition with the Company.
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SUSPENSION OF GUARANTOR'S RIGHTS. 7.1 As long as the Guaranteed Money or other money payable under this guarantee and indemnity remains unpaid, the Guarantor may not without the consent of Parks and Wildlife: (a) in reduction of its liability under this guarantee and indemnity, raise a defence, set-off or counterclaim available to itself, the Debtor or a co- surety or co-indemnifier against Parks and Wildlife or claim a set-off or make a counterclaim against Parks and Wildlife; or (b) make a claim or enforce a right (including, without limitation, an Encumbrance) against the Debtor or against the Debtor's estate or property; or (c) prove in competition with Parks and Wildlife if an Insolvency Event occurs in respect of the Debtor whether in respect of an amount paid by the Guarantor under this guarantee and indemnity, in respect of any other amount applied by Parks and Wildlife in reduction of the Guarantor's liability under this guarantee and indemnity, or otherwise. 7.2 The Guarantor irrevocably appoints Parks and Wildlife its attorney for the purposes of doing anything which the Guarantor must do under the terms of this Guarantee and for the purposes of doing anything which Parks and Wildlife considers to be necessary for the purposes of giving effect to any of Parks and Wildlife's rights or powers under this Guarantee.
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Related to SUSPENSION OF GUARANTOR'S RIGHTS

  • Release of Guarantors’ right of contribution If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor: (a) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and (b) each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

  • Deferral of Guarantors’ rights Until all amounts which may be or become payable by the Credit Parties under or in connection with the Credit Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under the Credit Documents or by reason of any amount being payable, or liability arising, under this Section 15: (i) to be indemnified by a Credit Party; (ii) to claim any contribution from any other guarantor of any Credit Party’s obligations under the Credit Documents; (iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender Creditors under the Credit Documents or of any other guarantee or security taken pursuant to, or in connection with, the Credit Documents by any Lender Creditor; (iv) to bring legal or other proceedings for an order requiring any Credit Party to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Section 15.01; (v) to exercise any right of set-off against any Credit Party; and/or (vi) to claim or prove as a creditor of any Credit Party in competition with any Lender Creditor. If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender Creditors by the Credit Parties under or in connection with the Credit Documents to be repaid in full on trust for the Lender Creditors and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Section 4.

  • Limitation of Guarantor's Liability Each Guarantor and by its acceptance of Notes, each Holder, confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.

  • Liability of Guarantors Absolute Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows: (a) this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety; (b) Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Borrower and any Beneficiary with respect to the existence of such Event of Default; (c) the obligations of each Guarantor hereunder are independent of the obligations of Borrower and the obligations of any other guarantor (including any other Guarantor) of the obligations of Borrower may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower or any of such other guarantors and whether or not Borrower is joined in any such action or actions; (d) payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations; (e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or the applicable Hedge Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against Borrower or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents or any Hedge Agreements; and (f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents or any Hedge Agreements, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents, any of the Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document, such Hedge Agreement or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or any of the Hedge Agreements or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of U.S. Holdings or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Borrower may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

  • Limitation of Guaranty Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty.

  • Reaffirmation of Guaranties The Credit Parties signatory hereto hereby reaffirm their Guaranties of the Obligations, taking into account the provisions of this Amendment.

  • Limitation of Guarantee The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor.

  • Subordination of Guarantee The guarantee and other liabilities and obligations of the Depositor under this Agreement shall constitute unsecured obligations of the Depositor and shall rank subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) of the Depositor to the extent and in the manner set forth in the Indenture with respect to the Debentures, and the provisions of Article XIII of the Indenture will apply, mutatis mutandis, to the obligations of the Depositor hereunder. The obligations of the Depositor hereunder do not constitute Senior Indebtedness (as defined in the Indenture) of the Depositor.

  • Authority of Guarantors or Borrower It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.

  • GUARANTOR'S WAIVERS (a) Guarantor waives any right to require WFBC to: (i) proceed against any Obligor or any other Person; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC against any Obligor; (vi) any impairment of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Obligations.

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