Common use of Waiver of Demands, Notices, Diligence, etc Clause in Contracts

Waiver of Demands, Notices, Diligence, etc. The Guarantors hereby assent to all of the terms and conditions of the Guaranteed Obligation and waive: (a) demand for the payment of the principal of the Guaranteed Obligation or of any claim for interest or any part of any thereof (other than the demand provided for in Section 3 hereof); (b) notice of the occurrence of, or the occurrence of, a default or an event of default under the Credit Agreement or under the Guaranteed Obligation; (c) protest of the nonpayment of the principal of the Guaranteed Obligation or of any claim for interest or any part thereof; (d) notice of presentment, demand and protest; (e) notice of acceptance of any guaranty herein provided for or of the terms and provisions thereof or hereof by the Lender; (f) notice of any extensions granted to the Borrowers or any successor to the Borrowers or any person or party which shall have assumed the obligations of the Borrowers; (g) any requirement of diligence or promptness on the part of the Lender in the enforcement of any of its rights under the provisions of the Credit Agreement or this Agreement; (h) any enforcement of the Guaranteed Obligation; (i) any right which any Guarantor might have to require the Lender to proceed against any other guarantor of the Guaranteed Obligation or to realize on any collateral security therefor; and (j) any and all notices of every kind and description which may be required to be given by any statute or rule of law in any jurisdiction (other than notices of foreclosure under the UCC). The waivers set forth in this Section 4 shall be effective notwithstanding the fact that any Borrower ceases to exist by reason of its liquidation, merger, consolidation or otherwise. Notwithstanding any provision of this Agreement to the contrary, the Lender shall not settle or compromise any Bluecurrent Receivables without the prior written consent of the Guarantors; provided that no such consent shall be required during the continuance of an Event of Default of the type described in subsection 9.1(g) or (h) of the Credit Agreement.

Waiver of Demands, Notices, Diligence, etc. The Guarantors Guarantor hereby assent assents to all of the terms and conditions of the Guaranteed Obligation Obligations and waivewaives: (a) demand for the payment of the principal of the any Guaranteed Obligation or of any claim for interest or any part of any thereof (other than the demand provided for in Section 3 2 hereof); (b) notice of the occurrence of, or the occurrence of, of a default or an event of default under the Credit Agreement or under the any Guaranteed Obligation; (c) protest of the nonpayment of the principal of the any Guaranteed Obligation or of any claim for interest or any part thereof; : (d) notice of presentment, demand and protest; (e) notice of acceptance of any guaranty herein provided for or of the terms and provisions thereof or hereof by the LenderSecured Party; (f) notice of any indulgences or extensions granted to the Borrowers Company or any successor to the Borrowers Company or any person or party which shall have assumed the obligations of the BorrowersCompany; (g) any requirement of diligence or promptness on the part of the Lender Secured Party in the enforcement of any of its rights under the provisions of the Credit Agreement any Guaranteed Obligation or this Guaranty Agreement; (h) any enforcement of the any Guaranteed Obligation; (i) any right which any the Guarantor might have to require the Lender Secured Party to proceed against any other guarantor of the Guaranteed Obligation Obligations or to realize on any collateral security therefor; and (j) any and all notices of every kind and description which may be required to be given by any an statute or rule of law in any jurisdiction (other than notices of foreclosure under the UCC)jurisdiction. The waivers set forth in this Section 4 3 shall be effective notwithstanding the fact that any Borrower the Company ceases to exist by reason of its liquidation, merger, consolidation or otherwise. Notwithstanding any provision of this Agreement to the contrary, the Lender shall not settle or compromise any Bluecurrent Receivables without the prior written consent of the Guarantors; provided that no such consent shall be required during the continuance of an Event of Default of the type described in subsection 9.1(g) or (h) of the Credit Agreement.

Waiver of Demands, Notices, Diligence, etc. The Guarantors Guarantor hereby assent assents to all of the terms and conditions of the Guaranteed Obligation Obligations and waivewaives, to the extent permitted by applicable law: (a) each of:(i) demand for the payment of the principal of the any Guaranteed Obligation or of any claim for interest or any part of any thereof (other than the demand provided for in Section 3 2 hereof); (bii) notice of (A) the occurrence of, or the occurrence of, of a default or an event of default under and (B) any forbearance or waiver by the Credit Agreement or under the Lenders of any Guaranteed Obligation; (ciii) protest of the nonpayment of the principal of the any Guaranteed Obligation or of any claim for interest or any part thereof; thereof (div) notice of presentment, demand (other than the demand provided for in Section 2 hereof) and protest; (e) notice of acceptance of any guaranty herein provided for or of the terms and provisions thereof or hereof by the Lender; (fv) notice of any indulgences or extensions granted to the Borrowers Company or any successor to the Borrowers Company or any person or party which shall have assumed the obligations of the BorrowersCompany; (gvi) any requirement of diligence or promptness on the part of the Lender Lenders in the enforcement of any of its rights under the provisions of the Credit Agreement any Guaranteed Obligation or this Agreement; (hvii) any enforcement of the any Guaranteed Obligation; (iviii) any right which any Guarantor might have to require the Lender Agent or the Lenders to marshal1 or proceed against any other guarantor of the Guaranteed Obligation Obligations or to realize on any collateral security Collateral therefor; and (j) any and all notices of every kind and description which may be required to be given by any statute or rule of law in any jurisdiction (other than notices of foreclosure under the UCC). The waivers set forth in this Section 4 shall be effective notwithstanding the fact that any Borrower ceases to exist by reason of its liquidation, merger, consolidation or otherwise. Notwithstanding any provision of this Agreement to the contrary, the Lender shall not settle or compromise any Bluecurrent Receivables without the prior written consent of the Guarantors; provided that no such consent shall be required during the continuance of an Event of Default of the type described in subsection 9.1(g) or (h) of the Credit Agreement.2

Waiver of Demands, Notices, Diligence, etc. The Guarantors Guarantor hereby assent assents to all of the terms and conditions of the Guaranteed Obligation Obligations and waivewaives: (a) demand for the payment of the principal of the any Guaranteed Obligation or of any claim for interest or any part of any thereof (other than the demand provided for in Section 3 2 hereof); (b) notice of the occurrence of, or the occurrence of, of a default or an event of default under the Credit Agreement or under the any Guaranteed Obligation; (c) protest of the nonpayment of the principal of the any Guaranteed Obligation or of any claim for interest or any part thereof; (d) notice of presentment, demand and protest; (e) notice of acceptance of any guaranty herein provided for or of the terms and provisions thereof or hereof by the LenderSecured Party; (f) notice of any indulgences or extensions granted to the Borrowers Company or any successor to the Borrowers Company or any person or party which shall have assumed the obligations of the BorrowersCompany; (g) any requirement of diligence or promptness on the part of the Lender Secured Party in the enforcement of any of its rights under the provisions of the Credit Agreement any Guaranteed Obligation or this Guaranty Agreement; (h) any enforcement of the any Guaranteed Obligation; (i) any right which any the Guarantor might have to require the Lender Secured Party to proceed against any other guarantor of the Guaranteed Obligation Obligations or to realize on any collateral security therefor; and (j) any and all notices of every kind and description which may be required to be given by any statute or rule of law in any jurisdiction (other than notices of foreclosure under the UCC)jurisdiction. The waivers set forth in this Section 4 3 shall be effective notwithstanding the fact that any Borrower the Company ceases to exist by reason of its liquidation, merger, consolidation or otherwise. Notwithstanding any provision of this Agreement to the contrary, the Lender shall not settle or compromise any Bluecurrent Receivables without the prior written consent of the Guarantors; provided that no such consent shall be required during the continuance of an Event of Default of the type described in subsection 9.1(g) or (h) of the Credit Agreement.

Waiver of Demands, Notices, Diligence, etc. The Guarantors Guarantor hereby assent assents to all of the terms and conditions of the Guaranteed Obligation Obligations and waive: waives (a) demand for the payment of the principal of the any Guaranteed Obligation or of any claim for interest or any part of any thereof (other than the demand provided for in Section 3 2 hereof); (b) notice of the occurrence of, or the occurrence of, of a default or an event Event of default Default under the Credit Agreement or under the any Guaranteed Obligation; (c) protest of the nonpayment of the principal of the any Guaranteed Obligation Obligations or of any claim for interest or any part of any thereof; (d) notice of presentment, demand and protest; (e) notice of acceptance of any guaranty herein provided for or of the terms and of any provisions thereof or hereof by the Lender; (f) notice of any extensions granted to the Borrowers Borrower or any successor to the Borrowers Borrower or any person or party which shall have assumed the obligations of the BorrowersBorrower; (gf) any requirement of diligence or promptness on the part of the Lender in the enforcement of any of its rights under the provisions of the Credit Agreement any Guaranteed Obligation or this Guaranty Agreement; (g) any enforcement of any Guaranteed Obligation; (h) any enforcement of the Guaranteed Obligation; (i) any right which any the Guarantor might have to require the Lender to proceed against any other guarantor of the Guaranteed Obligation Obligations or to realize on any collateral security therefor; and (ji) any and all notices of every kind and description which may be required to be given by any statute or rule of law in any jurisdiction (other than notices of foreclosure under the UCC)jurisdiction. The waivers set forth in this Section 4 3 shall be effective notwithstanding the fact that any Borrower ceases to exist by reason of its liquidation, merger, consolidation consolidation, dissolution or otherwise. Notwithstanding any provision of this Agreement to the contrary, the Lender shall not settle or compromise any Bluecurrent Receivables without the prior written consent of the Guarantors; provided that no such consent shall be required during the continuance of an Event of Default of the type described in subsection 9.1(g) or (h) of the Credit Agreement.

Waiver of Demands, Notices, Diligence, etc. The Guarantors Guarantor hereby assent assents to all of the terms and conditions of the Guaranteed Obligation Obligations and waivewaives: (a) demand for the payment of the principal of the any Guaranteed Obligation or of any claim for interest or any part of any thereof (other than the demand provided for in Section 3 section 2 hereof); (b) notice of the occurrence of, or the occurrence of, of a default or an event of default under the Credit Agreement or under the any Guaranteed Obligation; (c) protest of the nonpayment of the principal of the any Guaranteed Obligation or of any claim for interest or any part thereof; (d) notice of presentment, demand and protest; (e) notice of acceptance of any guaranty herein provided for or of the terms and provisions thereof or hereof by the LenderTeijin; (f) notice of any indulgences or extensions granted to the Borrowers Southwall or any successor to the Borrowers Southwall or any person or party which shall have assumed the obligations of the BorrowersSouthwall; (g) any requirement of diligence or promptness on the part of the Lender Teijin in the enforcement of any of its rights under the provisions of the Credit Agreement any Guaranteed Obligation or this Guaranty Agreement; (h) any enforcement of the any Guaranteed Obligation; (i) any right which any the Guarantor might have to require the Lender Teijin to proceed against Southwall or any other guarantor of the Guaranteed Obligation Obligations or to realize on any collateral security therefor; and (j) any and all notices of every kind and description which may be required to be given by any statute or rule of law in any jurisdiction (other than notices of foreclosure under the UCC)jurisdiction. The waivers set forth in this Section 4 section 3 shall be effective notwithstanding the fact that any Borrower Southwall ceases to exist by reason of its liquidation, merger, consolidation or otherwise. Notwithstanding any provision of this Agreement to the contrary, the Lender shall not settle or compromise any Bluecurrent Receivables without the prior written consent of the Guarantors; provided that no such consent shall be required during the continuance of an Event of Default of the type described in subsection 9.1(g) or (h) of the Credit Agreement.

Waiver of Demands, Notices, Diligence, etc. The Guarantors Guarantor hereby assent assents to all of the terms and conditions of the Guaranteed Obligation Obligations and waive: waives (a) demand for the payment of the principal of the Guaranteed Obligation or of any claim for interest or any part of any thereof Obligations (other than a demand required as a condition to the demand provided for in Guaranteed Obligations becoming due or pursuant to Section 3 hereof9.2 above); (b) notice of the occurrence of, or the occurrence of, of a default or an of any event of default under the Credit Agreement or under the Guaranteed ObligationObligations; (c) protest of the nonpayment of the principal of the Guaranteed Obligation or of any claim for interest Obligations or any part thereof; (d) notice of presentment, demand and protest; (e) notice of acceptance of any guaranty herein hereon provided for or of the terms and provisions thereof or hereof by the LenderSeller; (f) notice of any indulgence of extensions granted to the Borrowers Buyer or any partnership or corporate successor to the Borrowers Buyer or any person or party which shall have assumed the obligations of the BorrowersBuyer; (g) any requirement of diligence or promptness on the part of the Lender in Sellers to the enforcement of any of its rights under extent not required by the provisions of the Credit Agreement Guaranteed Obligations or this AgreementSection 9; (h) any enforcement of the Guaranteed ObligationObligations; (i) any right which any the Guarantor might have to require the Lender Sellers to proceed against any other guarantor of the Guaranteed Obligation or to realize on any collateral security therefor; and (j) any and all notices of every kind and description which may be required to be given by any statute or rule of law in any jurisdiction (other than notices of foreclosure under the UCC)39 40 jurisdiction. The waivers set forth in this Section 4 section shall be effective notwithstanding the fact that any Borrower ceases the Sellers cease to exist by reason of its their liquidation, merger, consolidation or otherwise. Notwithstanding any provision of The Guarantor's liability to make a payment under this Agreement to guaranty shall arise forthwith after demand for payment has been made in writing on the contrary, the Lender shall not settle or compromise any Bluecurrent Receivables without the prior written consent of the Guarantors; provided that no Guarantor and such consent demand shall be required during deemed to have been effectively made upon receipt of such demand by the continuance of an Event of Default of the type described in subsection 9.1(g) or (h) of the Credit AgreementGuarantor.

Waiver of Demands, Notices, Diligence, etc. The Guarantors Guarantor hereby assent assents to all of the terms and conditions of the Guaranteed Obligation Obligations and waivewaives: (a) demand for the payment of the principal of the any Guaranteed Obligation or of any claim for interest or any part of any thereof (other than the demand provided for in Section 3 hereof); (b) notice of the occurrence of, or the occurrence of, of a default or an event of default under the Credit Agreement or under the any Guaranteed Obligation; (c) protest of the nonpayment of the principal of the any Guaranteed Obligation or of any claim for interest or any part thereof; (d) notice of presentment, demand and protest; (e) notice of acceptance of any guaranty herein provided for or of the terms and provisions thereof or hereof by the LenderSecured Party; (f) notice of any indulgences or extensions granted to the Borrowers Company or any successor to the Borrowers Company or any person or party which shall have assumed the obligations of the BorrowersCompany; (g) any requirement of diligence or promptness on the part of the Lender Secured Party in the enforcement of any of its rights under the provisions of the Credit Agreement any Guaranteed Obligation or this Guaranty Agreement; (h) any enforcement of the any Guaranteed Obligation; (i) any right which any the Guarantor might have to require the Lender Secured Party to proceed against any other guarantor of the Guaranteed Obligation Obligations or to realize on any collateral security therefor; and (j) any and all notices of every kind and description which may be required to be given by any statute or rule of law in any jurisdiction (other than notices of foreclosure under the UCC)jurisdiction. The waivers set forth in this Section 4 shall be effective notwithstanding the fact that any Borrower the Company ceases to exist by reason of its liquidation, merger, consolidation or otherwise. Notwithstanding any provision of this Agreement to the contrary, the Lender shall not settle or compromise any Bluecurrent Receivables without the prior written consent of the Guarantors; provided that no such consent shall be required during the continuance of an Event of Default of the type described in subsection 9.1(g) or (h) of the Credit Agreement.

Waiver of Demands, Notices, Diligence, etc. The Guarantors Guarantor hereby assent assents to all of the terms and conditions of the Loan Documents and the Guaranteed Obligation Obligations, and waive: waives, to the fullest extent permitted by law, (a) demand for the payment of the principal of the any Guaranteed Obligation or of any claim for interest or any part of any thereof (other than the demand provided for in Section 3 section 2 hereof); (b) notice of the occurrence of, or of any event of default under the occurrence of, a default Loan Documents or an event of default under the Credit Agreement or under the any Guaranteed Obligation; (c) protest of the nonpayment of the principal of the any Guaranteed Obligation or of any claim for interest or any part of any thereof; (d) notice of presentment, demand and protest; (e) notice of acceptance of any guaranty herein provided for or of the terms and provisions thereof or hereof by the LenderBank; (f) notice of any indulgences or extensions granted to the Borrowers or any successor to the Borrowers Borrower or any person or party which shall have assumed the obligations of the BorrowersBorrower; (g) any requirement of diligence or of promptness on the part of the Lender Bank in the enforcement of any of its rights under the provisions of the Credit Agreement any Guaranteed Obligations or this AgreementGuaranty; (h) any enforcement of the any Guaranteed Obligation; (i) any right which any the Guarantor might have to require the Lender Bank to proceed against any other guarantor of the Guaranteed Obligation Obligations or to realize on any collateral security thereforfor the Guaranteed Obligations; (j) any claims or defenses which the maker of the Note and the Loan Documents may have respecting the genuineness, validity, regularity or enforceability of the Note or the Loan Documents, and (jk) any and all notices of every kind and description which may be required to be given by any statute or rule of law in any jurisdiction (other than notices of foreclosure under the UCC)jurisdiction. The waivers set forth in this Section 4 section 3 shall be effective notwithstanding the fact that any the Borrower ceases to exist by reason of its liquidation, merger, consolidation or otherwise. Notwithstanding The Guarantor further warrants and agrees that, to the best of its knowledge and belief, each of the waivers set forth above is made with Guarantor' full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable . If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Guaranteed Obligations shall not at all times until paid be fully secured by collateral pledged by the Borrower, the Guarantor hereby forever waives and relinquishes in favor of the Bank and the Borrower, and their respective successors, any claim or right to payment the Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor become a "creditor" of Borrower within the meaning of 11 U.S.C. 547(b), or any successor provision of this Agreement the Federal bankruptcy laws. Guarantor further waives and agrees not to assert or claim at any time any deductions to the contraryamount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Lender shall not settle Guarantor or compromise both. The Guarantor also waives any Bluecurrent Receivables and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Bank from bringing any action, including a claim for deficiency, against the Guarantor, before or after the Bank's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Bank which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the prior written consent Guaranteed Obligations; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the Guarantorscessation of Borrower's liability from any cause whatsoever other than payment in full in legal tender of the Guaranteed Obligations; provided (d) any right to claim discharge of the Guaranteed Obligations on the basis of unjustified impairment of any Collateral for the Guaranteed Obligations; (e) any statute of limitations, if at any time any action or suit brought by Bank against the Guarantor is commenced there is outstanding Guaranteed Obligations of Borrower to the Bank which are not barred by any applicable statute of limitations; or (f) any defenses given to Guarantor at law or in equity other than actual payment and performance of the Guaranteed Obligations. If payment is made by Borrower, whether voluntary or otherwise, or by any third party, on the Guaranteed Obligations and thereafter Bank is forced to remit the amount of that no such consent payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of creditors, the Guaranteed Obligations shall be required during considered unpaid for the continuance purpose of an Event enforcement of Default of the type described in subsection 9.1(g) or (h) of the Credit Agreementthis Guaranty.