Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this Guaranty, notice of any action taken or omitted by Beneficiary (or its assigns) in reliance on this Guaranty, and any requirement that Beneficiary (or its assigns) be diligent or prompt in making demands under this Guaranty, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party or asserting any other rights of Beneficiary under this Guaranty. Performance Guarantor warrants that it has adequate means to obtain from each Transaction Party, on a continuing basis, information concerning the financial condition of such Transaction Party, and that it is not relying on Beneficiary to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this Guaranty, to deal with each Transaction Party and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as Beneficiary in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this Guaranty, including without limitation, the provisions of Section 8 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Obligations or any part thereof; (e) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party or any part thereof or amounts which are not covered by this Guaranty even though Beneficiary (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party or to amounts which are not covered by this Guaranty; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) any failure on the part of any Transaction Party to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 8 contracts
Samples: Performance Guaranty (Cardinal Health Inc), Performance Guaranty (Cardinal Health Inc), Performance Guaranty (Cardinal Health Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 8 contracts
Samples: Credit and Security Agreement (WestRock Co), Credit and Security Agreement (Rock-Tenn CO), Credit and Security Agreement (Rock-Tenn CO)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Originator or either of the Initial Servicers or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from Originator and each Transaction Partyof the Initial Servicers, on a continuing basis, information concerning the financial condition of such Transaction PartyPerson, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with Originator and each Transaction Party of the Initial Servicers and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Originator or either of the Initial Servicers or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Person or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originator or either of the Initial Servicers in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originator or either of the Initial Servicers to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 4 contracts
Samples: Performance Undertaking, Performance Undertaking (Acuity Brands Inc), Performance Undertaking (Acuity Brands Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 4 contracts
Samples: Receivables Purchase Agreement (Cencora, Inc.), Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Amerisourcebergen Corp)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Tenneco Operating or Pullman or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyTenneco Operating or Pullman, as the case may be, on a continuing basis, information concerning the financial condition of such Transaction PartyTenneco Operating or Pullman, as applicable, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Tenneco Operating and Pullman and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Tenneco Operating or Pullman or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Tenneco Operating or Pullman or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Tenneco Operating or Pullman in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Tenneco Operating or Pullman to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Tenneco Inc), Receivables Purchase Agreement (Tenneco Inc), Performance Undertaking (Tenneco Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party of the Originators or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction Partythe Originators, on a continuing basis, information concerning the their financial condition of such Transaction Partycondition, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party of the Originators and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person Person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Originators or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originators in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originators to perform or comply with any term of the Agreements Sale Agreement or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 3 contracts
Samples: Performance Undertaking (RPM International Inc/De/), Performance Undertaking (SCP Pool Corp), Performance Undertaking (RPM Inc/Oh/)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Subsidiary Originator or Wolverine Finance or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartySubsidiary Originator and Wolverine Finance, on a continuing basis, information concerning the financial condition of such Transaction PartySubsidiary Originator and Wolverine Finance, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Subsidiary Originator, Wolverine Finance and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Subsidiary Originator or Wolverine Finance or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Subsidiary Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Subsidiary Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Subsidiary Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Wolverine Tube Inc), Receivables Purchase Agreement (Wolverine Tube Inc), Receivables Purchase Agreement (Wolverine Tube Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary (or its assigns) Recipient in reliance on this GuarantyUndertaking, and any requirement that Beneficiary (or its assigns) Recipient be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization EventEvent of Default, other default or omission by any Transaction Party Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary (and its assigns) Recipient shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization EventEvent of Default, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary (or its assigns) Recipient might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 3 contracts
Samples: Credit and Security Agreement (Smithfield Foods Inc), Credit and Security Agreement (Smithfield Foods Inc), Credit and Security Agreement (Smithfield Foods Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination EventEvent (as defined in the Receivables Sale Agreement), Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Amerisourcebergen Corp)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination EventEarly Amortization Event (under and as defined in either of the First Step Agreement or the Collection Agent Agreement), Amortization EventEvent of Default, other default or omission by any Transaction Party Seller or Collection Agent or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction Partyany Seller or Collection Agent, on a continuing basis, information concerning the financial condition of such Transaction Partyany Seller or Collection Agent, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Seller and Collection Agent and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as Beneficiary Recipient (and its assigns) in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination EventEarly Amortization Event (under and as defined in either of the First Step Agreement or the Collection Agent Agreement), Amortization EventEvent of Default, or default with respect to the Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Obligations or any part thereof; (e) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party Seller or Collection Agent or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party any Seller or Collection Agent or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Seller or Collection Agent in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Seller or Collection Agent to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 2 contracts
Samples: Performance Undertaking (Sungard Data Systems Inc), Performance Undertaking (Sungard Data Systems Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party the Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction Partythe Originator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party the Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party the Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party the Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party the Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Airborne Inc /De/), Receivables Purchase Agreement (Airborne Inc /De/)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be Exh XI - 2 diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and AWNA and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party Originator or AWNA or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originator or AWNA in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originator or AWNA to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 2 contracts
Samples: Credit and Security Agreement (Allied Waste Industries Inc), Credit and Security Agreement (Allied Waste Industries Inc)
Waivers by Performance Guarantor. The Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. The Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. The Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of the Performance Guarantor and without relieving the Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end the Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which the Performance Guarantor may have at any time against any Transaction Party Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not the Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 2 contracts
Samples: Performance Undertaking (WestRock Co), Credit and Security Agreement (WestRock Co)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Amerisourcebergen Corp), Performance Undertaking (Amerisourcebergen Corp)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Originator or the Initial Servicer or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator and the Initial Servicer, on a continuing basis, information concerning the financial condition of such Transaction PartyPerson, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and the Initial Servicer and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Originator or the Initial Servicer or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Person or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originator or the Initial Servicer in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originator or the Initial Servicer to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 2 contracts
Samples: Credit and Security Agreement (Acuity Brands Inc), Credit and Security Agreement (Zep Inc.)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of the addition of any Subsidiary Originator as an additional Originator under the Purchase Agreement, notice of the removal of any Subsidiary Originator as an Originator under the Purchase Agreement, notice of any action taken or omitted by Beneficiary (or its assigns) Recipient in reliance on this GuarantyUndertaking, and any requirement that Beneficiary (or its assigns) Recipient be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Subsidiary Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction Partyof the Subsidiary Originators, on a continuing basis, information concerning the financial condition of such Transaction Partyany of the Subsidiary Originators, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives to the extent permitted by applicable law all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary (and its assigns) Recipient shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party of the Subsidiary Originators and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Subsidiary Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary (or its assigns) Recipient might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party any Subsidiary Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Subsidiary Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereofthereof as permitted pursuant to the Transfer Agreement; or (i) any addition of Originators to the Purchase Agreement by means of a Joinder Agreement or amendment; (j) any failure on the part of any Transaction Party Subsidiary Originator to perform or comply with any term of the Agreements Transaction Documents or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (ij) of this Section 4.
Appears in 2 contracts
Samples: Receivables Transfer Agreement (Fisher Scientific International Inc), Receivables Transfer Agreement (Fisher Scientific International Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party either Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party either Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party either Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party either Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 2 contracts
Samples: Credit and Security Agreement (National Service Industries Inc), Performance Undertaking (National Service Industries Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and AWNA and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party Originator or AWNA or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originator or AWNA in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originator or AWNA to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 2 contracts
Samples: Credit and Security Agreement (Allied Waste Industries Inc), Credit and Security Agreement (Allied Waste Industries Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Originator or ECM or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator or ECM, on a continuing basis, information concerning the financial condition of such Transaction Party, Person and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator or ECM and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party Originator or ECM or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party Originator or ECM or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originator or ECM in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originator or ECM to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 2 contracts
Samples: Credit and Security Agreement (Equifax Inc), Performance Undertaking (Equifax Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party LX Xxxx or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyLX Xxxx, on a continuing basis, information concerning the financial condition of such Transaction PartyLX Xxxx, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations Aggregate Unpaids by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party LX Xxxx and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 hereof7, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party LX Xxxx or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party LX Xxxx or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party LX Xxxx in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party LX Xxxx to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Samples: Credit and Security Agreement (Louisiana Pacific Corp)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Buyer (or its assigns) in reliance on this Guarantyundertaking, and any requirement that Beneficiary Buyer (or its assigns) be diligent or prompt in making demands under this Guarantyundertaking, giving notice of any Termination Event, Amortization EventEvent of Servicer Termination, other default or omission by any Transaction Party either of the Originators or Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement Affiliated Servicer or asserting any other rights of Beneficiary Buyer under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction Partythe Originators and Affiliated Servicer, on a continuing basis, information concerning the their financial condition of such Transaction Partycondition, and that it is not relying on Beneficiary Buyer to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Buyer (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party of the Originators and Affiliated Servicer and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Buyer in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this Guaranty, including without limitation, the provisions of Section 8 hereofUndertaking, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization EventEvent of Servicer Termination, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person Person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party either Originator or Affiliated Servicer or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Buyer (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Originators or Affiliated Servicer or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originators or Affiliated Servicer in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originators or Affiliated Servicer to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 48.03.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (Wabash National Corp /De)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party of the Subsidiary Companies or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction Partyof the Subsidiary Companies, on a continuing basis, information concerning the financial condition of such Transaction PartySubsidiary Company, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party of the Subsidiary Companies and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party of the Subsidiary Companies or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party Subsidiary Company, or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party of the Subsidiary Companies in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party of the Subsidiary Companies to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Samples: Credit and Security Agreement (Universal Health Services Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Administrative Agent (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Administrative Agent (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of the Termination Date, the Amortization Date, any Amortization Event, any Termination Event, Amortization Event, any other default or omission by any Transaction Party Covered Entity or asserting any other rights of Beneficiary Administrative Agent under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyCovered Entity, on a continuing basis, information concerning the financial condition of such Transaction PartyCovered Entity, and that it is not relying on Beneficiary Administrative Agent to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law Law or other similar law Law now or hereafter in effect or (ii) that arise under the law Law of suretyship, including impairment of collateral. Beneficiary Administrative Agent (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Covered Entity and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as Beneficiary Administrative Agent in its sole reasonable discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 10 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any timetime (except that any such extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations, if duly granted or agreed to be granted in accordance with the Transaction Documents, shall be given effect in determining the extent of the Obligations which the Performance Guarantor is required to perform or cause to be performed); (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Obligations or any part thereof; (e) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party or any part thereof or amounts which are not covered by this Guaranty even though Beneficiary (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party or to amounts which are not covered by this Guaranty; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) any failure on the part of any Transaction Party to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.,
Appears in 1 contract
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by Mohawk Servicing, any Transaction Party Originator or Mohawk Resources or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from Mohawk Servicing, each Transaction PartyOriginator and Mohawk Resources, on a continuing basis, information concerning the financial condition of such Transaction PartyMohawk Servicing, each Originator and Mohawk Resources, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with Mohawk Servicing, each Transaction Party Originator, Mohawk Resources and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end end, Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, other than release of the Performance Guarantor; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party or any part thereof or amounts which are not covered by this Guaranty even though Beneficiary (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party or to amounts which are not covered by this Guaranty; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against Mohawk Servicing, any Transaction Party Originator or Mohawk Resources in connection herewith or any unrelated transaction; (hg) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (ih) any failure on the part of Mohawk Servicing, any Transaction Party Originator or Mohawk Resources to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all Guaranteed Obligations whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (ih) of this Section 4.
Appears in 1 contract
Samples: Credit and Security Agreement (Mohawk Industries Inc)
Waivers by Performance Guarantor. Performance Guarantor waives (to the extent permitted by law) notice of acceptance of this Guaranty, notice of any action taken or omitted by Beneficiary (or its assigns) Administrative Agent in reliance on this Guaranty, and any requirement that Beneficiary (or its assigns) Administrative Agent be diligent or prompt in making demands under this Guaranty, giving notice of any Termination Eventtermination pursuant to Article VI of the Sale Agreement, Amortization Event, any Event of Default or other default or omission by any Transaction Party Specified Originator or asserting any other rights of Beneficiary Administrative Agent under this Guaranty. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartySpecified Originator, on a continuing basis, information concerning the financial condition of such Transaction PartySpecified Originator, and that it is not relying on Beneficiary Administrative Agent to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary (and its assigns) Administrative Agent shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this Guaranty, to deal with each Transaction Party Specified Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Administrative Agent in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this Guaranty, including including, without limitation, the provisions of Section 8 hereof7, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination EventEvent of Default, Amortization Eventtermination pursuant to Article VI of the Sale Agreement, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Specified Originator or any part thereof or amounts which are not covered by this Guaranty even though Beneficiary (or its assigns) Administrative Agent might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Specified Originator or to amounts which are not covered by this Guaranty; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Specified Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Specified Originator to perform or comply with any term of the Agreements Sale Agreement or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Samples: Performance Guaranty (CHS Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of execution and delivery of any Sale Agreement or any amendment or modification thereto, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Subsidiary Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartySubsidiary Originator, on a continuing basis, information concerning the financial condition of such Transaction PartySubsidiary Originator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Subsidiary Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Subsidiary Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Subsidiary Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Subsidiary Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Subsidiary Originator to perform or comply with any term of the Agreements its Sale Agreement or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Samples: Performance Undertaking (Adc Telecommunications Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its permitted assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its permitted assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization EventServicer Default, other default or omission by any Transaction Party of the Originators or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction Partythe Originators, on a continuing basis, information concerning the their financial condition of such Transaction Partycondition, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its permitted assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party of the Originators and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination EventEvent of Default, Amortization Servicer Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person Person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its permitted assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party of the Originators in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party of the Originators to perform or comply with any term of the Agreements Sale Agreement or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Waivers by Performance Guarantor. Each Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, Servicer Default or other default or omission by any Transaction Party of the Originators or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Each Performance Guarantor warrants that it has adequate means to obtain from each Transaction Partyof the Originators, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Each Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of any Performance Guarantor and without relieving any Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party of the Originators and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end each Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, Servicer Default or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party of the Originators or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which any Performance Guarantor may have at any time against any Transaction Party of the Originators in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party of the Originators to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not any Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization EventEvent of Default, Servicer Event of Default, other default or omission by any Transaction Party Originator or the Initial Servicer or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator and the Initial Servicer, on a continuing basis, information concerning the financial condition of such Transaction PartyPerson, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and the Initial Servicer and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization EventEvent of Default, Servicer Event of Default, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination subordination, or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability enforceability, or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Originator or the Initial Servicer or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Person or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff setoff, or other rights which Performance Guarantor may have at any time against any Transaction Party Originator or the Initial Servicer in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originator or the Initial Servicer to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Samples: Performance Undertaking (Zep Inc.)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i1) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i1) any failure on the part of any Transaction Party Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (iI) of this Section 4.
Appears in 1 contract
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this Guaranty, notice of any action taken or omitted by Beneficiary (or its assigns) in reliance on this Guaranty, and any requirement that Beneficiary (or its assigns) be diligent or prompt in making demands under this Guaranty, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party or asserting any other rights of Beneficiary under this Guaranty. Performance Guarantor warrants that it has adequate means to obtain from each Transaction Party, on a continuing basis, information concerning the financial condition of such Transaction Party, and that it is not relying on Beneficiary to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this Guaranty, to deal with each Transaction Party and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as Beneficiary in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this Guaranty, including including, without limitation, the provisions of Section 8 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Obligations or any part thereof; (e) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party or any part thereof or amounts which are not covered by this Guaranty even though Beneficiary (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party or to amounts which are not covered by this Guaranty; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) any failure on the part of any Transaction Party to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Waivers by Performance Guarantor. Performance Guarantor waives -------------------------------- notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Mohawk Servicing or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyMohawk Servicing, on a continuing basis, information concerning the financial condition of such Transaction PartyMohawk Servicing, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Mohawk Servicing and with each other party who now is or after the date hereof October 26, 2000 becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end end, Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; , (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party or any part thereof or amounts which are not covered by this Guaranty even though Beneficiary (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party or to amounts which are not covered by this Guaranty; (ge) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Mohawk Servicing in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (if) any failure on the part of any Transaction Party Mohawk Servicing to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all Guaranteed Obligations whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (if) of this Section 4.
Appears in 1 contract
Samples: Credit and Security Agreement (Mohawk Industries Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization EventEvent of Termination, other default or omission by any Transaction Party the Originator or asserting any other rights of Beneficiary Recipient (or its assigns) under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction Partythe Originator, on a continuing basis, information concerning the financial condition of such Transaction Partythe Originator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i1) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii2) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party the Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient (or its assigns) in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Event of Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party the Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party the Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party the Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party the Originator to perform or comply with any term of the Agreements Purchase Agreement or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyGuarantee, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyGuarantee, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyGuarantee, giving notice of any Termination Event, Amortization Potential Termination Event, other default or omission by any Transaction Party the Originator or the Seller or asserting any other rights of Beneficiary Recipient under this GuarantyGuarantee. Performance Guarantor warrants that it has adequate means to obtain from each Transaction Partythe Originator and the Seller, on a continuing basis, information concerning the financial condition of such Transaction Partythe Originator and the Seller, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i1) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii2) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyGuarantee, to deal with each Transaction Party the Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyGuarantee, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Potential Termination Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party the Originator or the Seller or any part thereof or amounts which are not covered by this Guaranty Guarantee even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party the Originator or the Seller to amounts which are not covered by this GuarantyGuarantee; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party the Originator or the Seller in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party the Originator or the Seller to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (aA) through (iI) of this Section 4.
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Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, Event or other default or omission by any Transaction Party Seller or Seller Agent or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartySeller and Seller Agent, on a continuing basis, information concerning the financial condition of such Transaction PartySeller or Seller Agent, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i1) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii2) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Seller, Seller Agent and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, Event or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Seller or any part thereof or amounts Seller Agent which payment obligations are not covered by this Guaranty related to the Guaranteed Obligations even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Seller or Seller Agent or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Seller or Seller Agent in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereofthereof made in accordance with the terms of the Agreement; or (i) any failure on the part of any Transaction Party Seller or Seller Agent to perform or comply with any term of the Agreements Agreement or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
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Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party or any part thereof or amounts which are not covered by this Guaranty even though Beneficiary (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party or to amounts which are not covered by this Guaranty; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) any failure on the part of any Transaction Party to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.;
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Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization EventEvent of Termination, other default or omission by any Transaction Party Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i1) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii2) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Event of Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the g)the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originator to perform or comply with any term of the Agreements Purchase Agreement or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (aA) through (iI) of this Section 4.
Appears in 1 contract
Samples: Performance Undertaking (United Rentals North America Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Obligations or any part thereof; (e) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) the existence of any Adverse Claim with respect to any Receivable; (j) any release or failure to perfect any Adverse Claim with respect to, or impair, surrender, release or permit any substitution in exchange for, all or any part of any collateral securing any of the Obligations; (k) any failure on the part of any Transaction Party Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunderthereunder by Originator; or (l) any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of Performance Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor, it being the purpose and intent of Performance Guarantor that the liabilities and obligations of Performance Guarantor under this Undertaking shall be absolute and unconditional under any and all circumstances, and shall not be discharged except as provided in Section 8, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (il) of this Section 4.
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Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Originator or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyOriginator, on a continuing basis, information concerning the financial condition of such Transaction PartyOriginator, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses defenses
(i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Originator or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Tower Automotive Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Mohawk Servicing or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyMohawk Servicing, on a continuing basis, information concerning the financial condition of such Transaction PartyMohawk Servicing, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Mohawk Servicing and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end end, Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party or any part thereof or amounts which are not covered by this Guaranty even though Beneficiary (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party or to amounts which are not covered by this Guaranty; (ge) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Mohawk Servicing in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (if) any failure on the part of any Transaction Party Mohawk Servicing to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all Guaranteed Obligations whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (if) of this Section 4.
Appears in 1 contract
Samples: Credit and Security Agreement (Mohawk Industries Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or the Agent as its assignscollateral assignee) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or the Agent as its assignscollateral assignee) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party of the Subsidiary Originators or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction Partythe Subsidiary Originators, on a continuing basis, information concerning the their financial condition of such Transaction Partycondition, and that it is not relying on Beneficiary 88 Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and or the Agent as its assignscollateral assignee) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party of the Subsidiary Originators and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person Person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Subsidiary Originator or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Subsidiary Originators or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Subsidiary Originators in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Subsidiary Originator to perform or comply with any term of the Agreements Sale Agreement or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event or Significant Event, other default or omission by any Transaction Party Subsidiary Seller or asserting any other rights of Beneficiary under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartySubsidiary Seller, on a continuing basis, information concerning the financial condition of such Transaction PartySubsidiary Seller, and that it is not relying on Beneficiary to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations (i) by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Subsidiary Seller and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Significant Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, other than release of the Performance Guarantor; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party Subsidiary Seller or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party Subsidiary Seller or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Subsidiary Seller in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Subsidiary Seller to perform or comply with any term of the Agreements Receivables Sale Agreement or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Samples: Loan Agreement (Bowater Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party Marathon Canadaany First Tier Originator or MPC LP or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyMarathon Canadaeach First Tier Originator and MPC LP, on a continuing basis, information concerning the financial condition of such Transaction PartyPerson, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent consent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Marathon Canadaeach First Tier Originator or MPC LP and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Obligations or any part thereof; (e) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party Marathon Canadaany First Tier Originator or MPC LP or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party Marathon Canadaany First Tier Originator or MPC LP or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff set off or other rights which Performance Guarantor may have at any time against any Transaction Party Marathon Canadaany First Tier Originator or MPC LP in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Marathon Canadaany First Tier Originator or MPC LP to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Samples: Receivables Sale Agreement (Marathon Petroleum Corp)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event or Significant Event, other default or omission by any Transaction Party BAI or asserting any other rights of Beneficiary under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyBAI, on a continuing basis, information concerning the financial condition of such Transaction PartyBAI, and that it is not relying on Beneficiary to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations (i) by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party BAI and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Significant Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, other than release of the Performance Guarantor; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations obligations of any Transaction Party BAI or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations obligations of such Transaction Party BAI or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party BAI in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party BAI to perform or comply with any term of the Agreements Receivables Sale Agreement or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Samples: Loan Agreement (Bowater Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Recipient (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Recipient (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Transaction Party of the Subsidiary Companies or asserting any other rights of Beneficiary Recipient under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction Partyof the Subsidiary Companies, on a continuing basis, information concerning the financial condition of such Transaction PartySubsidiary Company, and that it is not relying on Beneficiary Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party of the Subsidiary Companies and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Beneficiary Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party of the Subsidiary Companies or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party Subsidiary Company, or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party of the Subsidiary Companies in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Transaction Party of the Subsidiary Companies to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.
Appears in 1 contract
Samples: Performance Undertaking (Universal Health Services Inc)
Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this GuarantyUndertaking, notice of any action taken or omitted by Beneficiary Administrative Agent (or its assigns) in reliance on this GuarantyUndertaking, and any requirement that Beneficiary Administrative Agent (or its assigns) be diligent or prompt in making demands under this GuarantyUndertaking, giving notice of the Termination Date, any Termination EventEvent of Termination, Amortization Event, any other default or omission by any Transaction Party Covered Entity or asserting any other rights of Beneficiary Administrative Agent under this GuarantyUndertaking. Performance Guarantor warrants that it has adequate means to obtain from each Transaction PartyCovered Entity, on a continuing basis, information concerning the financial condition of such Transaction PartyCovered Entity, and that it is not relying on Beneficiary Administrative Agent to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Beneficiary Administrative Agent (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this GuarantyUndertaking, to deal with each Transaction Party Covered Entity and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as Beneficiary Administrative Agent in its sole reasonable discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this GuarantyUndertaking, including without limitation, the provisions of Section 8 10 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any timetime (except that any such extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations, if duly granted or agreed to be granted in accordance with the Transaction Documents, shall be given effect in determining the extent of the Obligations which the Undertaking is required to perform or cause to be performed); (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of the Termination Date, any Event of Termination Event, Amortization Event, or any default with respect to the Obligations or any part thereof or any agreement relating theretothereto (except that any such waiver, if duly granted, agreed to be granted or made in accordance with the Transaction Documents, shall be given effect in determining the extent of the Obligations which the Undertaking is required to perform or cause to be performed); (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Obligations or any part thereofthereof (except that any such release, surrender, compromise, settlement, waiver, subordination or modification, if duly granted, agreed to be granted or made in accordance with the Transaction Documents, shall be given effect in determining the extent of the Obligations which the Undertaking is required to perform or cause to be performed); (e) the enforceability enforceability, validity, binding effect, legality, subordination or validity disaffirmance of the Obligations or any part thereof or the genuineness, enforceability or validity or amendment, restatement, modification or supplement of, or waiver of compliance with, any agreement relating thereto or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Transaction Party or any part thereof or amounts which are not covered by this Guaranty Undertaking even though Beneficiary Administrative Agent (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Transaction Party or to amounts which are not covered by this GuarantyUndertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Transaction Party Covered Entity in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) any failure on the part of any Transaction Party Covered Entity to perform or comply with any term of the Agreements Sale Agreement, the Receivables Purchase Agreement or any other document executed in connection therewith or delivered thereunder, all in each case whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 46.
Appears in 1 contract
