Common use of Waivers and Acknowledgements Clause in Contracts

Waivers and Acknowledgements. GUARANTOR WAIVES AND RELEASES THE FOLLOWING RIGHTS, DEMANDS, AND DEFENSES Guarantor may have with respect to Bank (and, with respect to swap obligations, its affiliates) and collection of the Guaranteed Obligations: (a) promptness and diligence in collection of any of the Guaranteed Obligations from Borrower or any other person liable thereon, and in foreclosure of any security interest and sale of any property serving as collateral for the Guaranteed Obligations; (b) any law or statute that requires that Bank (and, with respect to swap obligations, its affiliates) make demand upon, assert claims against, or collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust any remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations, including any such rights Guarantor might otherwise have had under Va. Code xx.xx. 49-25 and 49-26, et seq., N.C.G.S. xx.xx. 26-7, et seq., Tenn. Code Xxx. ss. 00-00-000, O.C.G.A. ss. 10-7-24, Mississippi Code Xxx. ss. 87-5-1, and any successor statute and any other applicable law; (c) any law or statute that requires that Borrower or any other person be joined in, notified of or made part of any action against Guarantor; (d) that Bank or its affiliates preserve, insure or perfect any security interest in collateral or sell or dispose of collateral in a particular manner or at a particular time, provided that Bank's obligation to dispose of Collateral in a commercially reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other relationships between Bank, Borrower and/or any guarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor may be entitled; (g) the right to assert against Bank or its affiliates any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor may have at any time against Borrower or any other party liable to Bank or its affiliates; (h) all defenses relating to invalidity, insufficiency, unenforceability, enforcement, release or impairment of Bank or its affiliates' lien on any collateral, of the Loan Documents, or of any other guaranties held by Bank; (i) any right to which Guarantor is or may become entitled to be subrogated to Bank or its affiliates' rights against Borrower or to seek contribution, reimbursement, indemnification, payment or the like, or participation in any claim, right or remedy of Bank or its affiliates against Borrower or any security which Bank or its affiliates now has or hereafter acquires, until such time as the Guaranteed Obligations have been fully satisfied beyond the expiration of any applicable preference period; (j) any claim or defense that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity for any reason including the bankruptcy or insolvency of that person or entity; and (k) the right to marshalling of Borrower's assets or the benefit of any exemption claimed by Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon Guarantor's own due diligence in making an independent appraisal of Borrower, Xxxxxxxx's business affairs and financial condition, and any collateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon Bank or its affiliates for information regarding Borrower or any collateral.

Waivers and Acknowledgements. GUARANTOR WAIVES AND RELEASES THE FOLLOWING RIGHTSGuarantor waives and releases the following rights, DEMANDSdemands, AND DEFENSES and defenses Guarantor may have with respect to Bank Lender (and, with respect to swap obligations, its affiliatesAffiliates) and collection of the Guaranteed Obligations: (a) promptness and diligence in collection of any of the Guaranteed Obligations from Borrower or any other person Person liable thereon, and in foreclosure of any security interest and sale of any property serving as collateral Collateral for the Guaranteed Obligations; (b) any law or statute that requires that Bank Lender (and, with respect to swap obligations, its affiliatesAffiliates) make demand upon, assert claims against, or collect from Borrower or other persons or entitiesPersons, foreclose any security interest, sell collateralCollateral, exhaust any remedies, or take any other action against Borrower or other persons or entities Persons prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations, including any such rights Guarantor might otherwise have had under Va. Code xx.xx. §§ 49-25 and 49-26, et seq., N.C.G.S. xx.xx. §§ 26-7, et seq., Tenn. Code Xxx. ss. § 00-00-000, O.C.G.A. ss. § 10-7-24, Mississippi Code Xxx. ss. Section 87-5-1, California Civil Code Section §§ 2787 to 2855 inclusive, and any successor statute and any other applicable law; (c) any law or statute that requires that Borrower or any other person Person be joined in, notified of or made part of any action against Guarantor; (d) that Bank Lender or its affiliates Affiliates preserve, insure or perfect any security interest in collateral Collateral or sell or dispose of collateral Collateral in a particular manner or at a particular time, provided that Bank's Lender’s obligation to dispose of Collateral in a commercially reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other relationships between BankLender, Borrower and/or any guarantorGuarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantorGuarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor may be entitled; (g) the right to assert against Bank Lender or its affiliates Affiliates any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor may have at any time against Borrower or any other party liable to Bank Lender or its affiliatesAffiliates with respect to the Guaranteed Obligations; (h) all defenses relating to invalidity, insufficiency, unenforceability, enforcement, release or impairment of Bank Lender or its affiliates' Affiliates’ lien on any collateralCollateral, of the Loan Documents, or of any other guaranties held by BankLender; (i) any right to which Guarantor is or may become entitled to be subrogated to Bank Lender or its affiliates' Affiliates’ rights against Borrower or to seek contribution, reimbursement, indemnification, payment or the like, or participation in any claim, right or remedy of Bank Lender or its affiliates Affiliates against Borrower or any security which Bank Lender or its affiliates Affiliates now has or hereafter acquires, until such time as the Guaranteed Obligations have been fully satisfied beyond the expiration of any applicable preference period; (j) any claim or defense that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity Person for any reason including the bankruptcy or insolvency of that person or entityPerson; and (k) the right to marshalling of Borrower's ’s assets or the benefit of any exemption claimed by Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon Guarantor's ’s own due diligence in making an independent appraisal of Borrower, Xxxxxxxx's Borrower’s business affairs and financial condition, and any collateralCollateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon Bank Lender or its affiliates Affiliates for information regarding Borrower or any collateralCollateral.

Waivers and Acknowledgements. GUARANTOR WAIVES AND RELEASES THE FOLLOWING RIGHTSGuarantor waives and releases the following rights, DEMANDSdemands, AND DEFENSES and defenses Guarantor may have with respect to Bank Lender (and, with respect to swap obligations, its affiliatesAffiliates) and collection of the Guaranteed Obligations: (a) promptness and diligence in collection of any of the Guaranteed Obligations from Borrower or any other person Person liable thereon, and in foreclosure of any security interest and sale of any property serving as collateral Collateral for the Guaranteed Obligations; (b) any law or statute that requires that Bank Lender (and, with respect to swap obligations, its affiliatesAffiliates) make demand upon, assert claims against, or collect from Borrower or other persons or entitiesPersons, foreclose any security interest, sell collateralCollateral, exhaust any remedies, or take any other action against Borrower or other persons or entities Persons prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations, including any such rights Guarantor might otherwise have had under Va. Code xx.xx. §§ 49-25 and 49-26, et seq., N.C.G.S. xx.xx. §§ 26-7, et seq.. , Tenn. Code Xxx. ss. § 00-00-000, O.C.G.A. ss. § 10-7-24, Mississippi Code Xxx. ss. Section 87-5-1, California Civil Code Section §§ 2787 to 2855 inclusive, and any successor statute and any other applicable law; (c) any law or statute that requires that Borrower or any other person Person be joined in, notified of or made part of any action against Guarantor; (d) that Bank Lender or its affiliates Affiliates preserve, insure or perfect any security interest in collateral Collateral or sell or dispose of collateral Collateral in a particular manner or at a particular time, provided that Bank's Lender’s obligation to dispose of Collateral in a commercially reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other relationships between BankLender, Borrower and/or any guarantorGuarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantorGuarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor may be entitled; (g) the right to assert against Bank Lender or its affiliates Affiliates any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor may have at any time against Borrower or any other party liable to Bank Lender or its affiliatesAffiliates with respect to the Guaranteed Obligations; (h) all defenses relating to invalidity, insufficiency, unenforceability, enforcement, release or impairment of Bank Lender or its affiliates' Affiliates’ lien on any collateralCollateral, of the Loan Documents, or of any other guaranties held by BankLender; (i) any right to which Guarantor is or may become entitled to be subrogated to Bank Lender or its affiliates' Affiliates’ rights against Borrower or to seek contribution, reimbursement, indemnification, payment or the like, or participation in any claim, right or remedy of Bank Lender or its affiliates Affiliates against Borrower or any security which Bank Lender or its affiliates Affiliates now has or hereafter acquires, until such time as the Guaranteed Obligations have been fully satisfied beyond the expiration of any applicable preference period; (j) any claim or defense that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity Person for any reason including the bankruptcy or insolvency of that person or entityPerson; and (k) the right to marshalling of Borrower's ’s assets or the benefit of any exemption claimed by Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon Guarantor's ’s own due diligence in making an independent appraisal of Borrower, Xxxxxxxx's Borrower’s business affairs and financial condition, and any collateralCollateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon Bank Lender or its affiliates Affiliates for information regarding Borrower or any collateralCollateral.

Waivers and Acknowledgements. GUARANTOR WAIVES AND RELEASES THE FOLLOWING RIGHTSGuarantor waives and releases the following rights, DEMANDSdemands, AND DEFENSES and defenses Guarantor may have with respect to Bank (and, with respect to swap obligations, its affiliates) and collection of the Guaranteed Obligations: ; (a) promptness and diligence in collection of any of the Guaranteed Obligations from Borrower or any other person liable thereon, and in foreclosure of any security interest and sale of any property serving as collateral for the Guaranteed Obligations; (b) any law or statute that requires that Bank (and, with respect to swap obligations, its affiliates) make demand upon, assert claims against, or collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust any remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations, including any such rights Guarantor might otherwise have had under Va. Code xx.xx. §§ 49-25 and 49-26, et seq., N.C.G.S. xx.xx. §§ 26-7, et seq., Tenn. Code Xxx. ss. § 00-00-000, O.C.G.A. ss. § 10-7-24, Mississippi Code Xxx. ss. Section 87-5-1, California Civil Code Section §§ 2787 to 2855 inclusive, and any successor statute and any other applicable law; (c) any law or statute that requires that Borrower or any other person be joined in, notified of or made part of any action against Guarantor; (d) that Bank or its affiliates preserve, insure or perfect any security interest in collateral or sell or dispose of collateral in a particular manner or at a particular time, provided that Bank's ’s obligation to dispose of Collateral in a commercially reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other relationships between Bank, Borrower and/or any guarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor may be entitled; (g) the right to assert against Bank or its affiliates any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor may have at any time against Borrower or any other party liable to Bank or its affiliates; (h) all defenses relating to invalidity, insufficiency, unenforceability, enforcement, release or impairment of Bank or its affiliates' lien on any collateral, of the Loan Documents, or of any other guaranties held by Bank; (i) any right to which Guarantor is or may become entitled to be subrogated to Bank or its affiliates' rights against Borrower or to seek contribution, reimbursement, indemnification, payment or the like, or participation in any claim, right or remedy of Bank or its affiliates against Borrower or any security which Bank or its affiliates now has or hereafter acquires, until such time as the Guaranteed Obligations have been fully satisfied beyond the expiration of any applicable preference period; (j) any claim or defense that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity for any reason including the bankruptcy or insolvency of that person or entity; and (k) the right to marshalling of Borrower's assets or the benefit of any exemption claimed by Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon Guarantor's own due diligence in making an independent appraisal of Borrower, Xxxxxxxx's business affairs and financial condition, and any collateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon Bank or its affiliates for information regarding Borrower or any collateral.