Waivers, etc. Each of the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following: (a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 5 contracts
Sources: Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.)
Waivers, etc. Each Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby rights of the Secured Parties hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the substitution, release or surrender of any Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. No waiver of any such right on any one occasion shall be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between any Subtenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Each Subtenant further waives any defense toright it may have under the constitution of any state or commonwealth in which any of the Collateral may be located, or limitation onunder the Constitution of the United States of America, its obligations under this Guaranty arising out of to notice (except for notice specifically required hereby) or based on any event or circumstance referred to in Section 3 hereof. Without limitation and a judicial hearing prior to the fullest exercise of any right or remedy provided by this Agreement to the Secured Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. EACH SUBTENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH SUBTENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Guarantor waives each Subtenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Secured Parties’ rights against any Guarantor, including the following: any notice of any event under this Agreement or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or other instrument evidencing any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default Obligations or any failure on the part of the Borrower or any other Person to comply with any Loan Document or under which any of the Guarantied Obligations is outstanding or any direct or indirect security for by which any of the Guarantied Obligations; and any notice of any information pertaining to the businessObligations is secured or guaranteed, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assetsand, to the filing maximum extent permitted by applicable law, each Subtenant hereby irrevocably waives the benefits of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any all such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 5 contracts
Sources: Subtenant Security Agreement (Five Star Quality Care Inc), Subtenant Security Agreement (Five Star Quality Care Inc), Subtenant Security Agreement (Five Star Quality Care Inc)
Waivers, etc. Each The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Parties’ rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsPledged Collateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any Guarantied collateral security for any Secured Obligation; , the addition or release of Persons primarily or secondarily liable on any notice Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any default Secured Obligation or on any failure collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Parties in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any future occasion. The Pledgor further waives any right it may have under or the laws of the State of New York, under the laws of any state in connection with any Loan Document or which any of the Guarantied Obligations Pledged Collateral may be located or any direct which may govern the Pledged Collateral, or indirect security for any under the laws of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness notice provided herein or diligence on in any other Loan Documents) or to a judicial hearing prior to the part exercise of any right or remedy provided by this Agreement to the Agent or the LendersSecured Parties and waives its rights, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Borrower or any other Person or which otherwise discharges or impairs any of Pledgor has been apprised and counseled by its attorneys as to the Guarantied Obligations; and
(d) any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 5 contracts
Sources: Collateral Pledge and Security Agreement (Entertainment Properties Trust), Collateral Pledge and Security Agreement (Entertainment Properties Trust), Collateral Pledge and Security Agreement (Entertainment Properties Trust)
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 4 contracts
Sources: Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp), Term Loan Credit Agreement (New Jersey Resources Corp)
Waivers, etc. Each of To the Guarantors fullest extent permitted by Law, the Parent hereby waives any defense to, to or limitation on, on its obligations under this Guaranty Article X arising out of or based on any event or circumstance referred to in Section 3 hereof10.02. Without limitation and limitation, to the fullest extent permitted by applicable lawLaw, each Guarantor the Parent waives each of the followingfollowing for purposes of this Article X:
(a) all notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantorthe Parent, including the following: (i) any notice of any event or circumstance described in Section 3 hereof; 10.02, (ii) any notice required by any law, regulation or order Law now or hereafter in effect in any jurisdiction; , (iii) any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Guaranteed Obligations; , (iv) any notice of the incurrence of any Guarantied Guaranteed Obligation; , (v) any notice of any default (other than notices expressly required under Article IX hereof) or any failure on the part of the any Other Borrower or any other Person to comply with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; , and (vi) any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the any Other Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the any Other Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization reorganization, dissolution or similar proceeding, or to the exercise against the any Other Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any requirement of promptness or diligence on the part of the Agent or the LendersAdministrative Agent, or any of them, Lender or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan DocumentAgreement, and any requirement that any Guarantor the Parent receive notice of any such acceptance;; and
(c) any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the likesimilar laws), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them Lender (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, Lenders to seek a deficiency against the any Other Borrower or any other Person Person, or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) Guaranteed Obligations or any and all defenses it may now recourse of the Parent against any Other Borrower or hereafter have based on principles of suretyship, impairment of collateral, or the likeany other Person.
Appears in 4 contracts
Sources: Revolving Credit Agreement (Air Products & Chemicals Inc /De/), Revolving Credit Agreement (Air Products & Chemicals Inc /De/), Revolving Credit Agreement (Air Products & Chemicals Inc /De/)
Waivers, etc. Each of the Guarantors hereby waives any defense toto (other than, and to the extent of, the defense of prior payment and performance of the Guarantied Obligations) or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) Except as may be expressly contemplated by the Credit Agreement or the other Loan Documents, Specified Hedge Agreements or Other Lender Provided Financial Service Products, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, Specified Hedge Agreement or Other Lender Provided Financial Service Product, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 4 contracts
Sources: Revolving Credit Facility (CONSOL Energy Inc), Revolving Credit Facility (CNX Gas Corp), Continuing Agreement of Guaranty and Suretyship (CONSOL Energy Inc)
Waivers, etc. Each The Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby rights of the Secured Parties hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the substitution, release or surrender of any Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. No waiver of any such right on any one occasion shall be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between the Tenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The Tenant further waives any defense toright it may have under the constitution of any state or commonwealth in which any of the Collateral may be located), or limitation onunder the Constitution of the United States of America, its obligations under this Guaranty arising out of to notice (except for notice specifically required hereby) or based on any event or circumstance referred to in Section 3 hereof. Without limitation and a judicial hearing prior to the fullest exercise of any right or remedy provided by this Agreement to the Secured Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. THE TENANT'S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Guarantor waives each the Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Secured Parties' rights against any Guarantor, including the following: any notice of any event under this Agreement or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or other instrument evidencing any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default Obligations or any failure on the part of the Borrower or any other Person to comply with any Loan Document or under which any of the Guarantied Obligations is outstanding or any direct or indirect security for by which any of the Guarantied Obligations; and any notice of any information pertaining to the businessObligations is secured or guaranteed, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assetsand, to the filing maximum extent permitted by applicable law, the Tenant hereby irrevocably waives the benefits of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any all such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 3 contracts
Sources: Security Agreement (Five Star Quality Care Inc), Security Agreement (Five Star Quality Care Inc), Security Agreement (Five Star Quality Care Inc)
Waivers, etc. Each of the Guarantors hereby waives any defense toto (other than, and to the extent of, the defense of prior payment and performance of the Guarantied Obligations) or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) Except as may be expressly contemplated by the Credit Agreement or the other Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Service Products, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, Specified Swap Agreements or Other Lender Provided Financial Service Products, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 3 contracts
Sources: Credit Agreement (CONSOL Energy Inc), Revolving Credit Facility (CONSOL Energy Inc), Guaranty and Suretyship Agreement (CONSOL Energy Inc)
Waivers, etc. Each of the Guarantors hereby waives any defense toto (other than, and to the extent of, the defense of prior payment of the Guaranteed Obligations) or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) Except as may be expressly contemplated by the Credit Agreement or other Loan Documents or Specified Swap Agreements, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Paying Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan DocumentDocument or Specified Swap Agreement, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Paying Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Paying Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 3 contracts
Sources: Credit Agreement (Consol Energy Inc), Revolving Credit Facility (Consol Energy Inc), Continuing Agreement of Guaranty and Suretyship (Consol Energy Inc)
Waivers, etc. Each of To the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives each presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under Secured Parties hereunder or in connection with any Loan Document Secured Obligations. The Secured Parties may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any Pledgor. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the likePledged Collateral may be located), or by reason under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any election of remedies right or other action or inaction remedy provided by this Agreement to the Agent or the LendersSecured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations)and waives its rights, which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyshipprior judicial hearing. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, impairment of collateral, or the likeINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.
Appears in 3 contracts
Sources: Pledge of Stock and Membership Interests Agreement (Five Star Quality Care Inc), Pledge of Stock and Membership Interests Agreement (Five Star Quality Care Inc), Pledge of Stock and Membership Interests Agreement (Five Star Quality Care Inc)
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower Borrowers or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower Borrowers or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower Borrowers or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower Borrowers or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower Borrowers or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 3 contracts
Sources: Credit Agreement (Foster L B Co), Credit Agreement (Foster L B Co), Revolving Credit Facility (Foster L B Co)
Waivers, etc. Each of the Guarantors hereby waives any defense toto (other than, and to the extent of, the defense of prior payment and performance of the Guarantied Obligations) or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) Except as may be expressly contemplated by the Credit Agreement or the other Loan Documents or Specified Swap Agreements, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan DocumentDocument or Specified Swap Agreement, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 3 contracts
Sources: Revolving Credit Facility (CONSOL Energy Inc), Continuing Agreement of Guaranty and Suretyship (CONSOL Energy Inc), Continuing Agreement of Guaranty and Suretyship (CONSOL Energy Inc)
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any other Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the any Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, collateral or the like.
Appears in 3 contracts
Sources: Revolving Credit Facility (Finish Line Inc /In/), Continuing Agreement of Guaranty and Suretyship (Finish Line Inc /In/), Continuing Agreement of Guaranty and Suretyship (Finish Line Inc /In/)
Waivers, etc. Each The Guarantor unconditionally waives: (a) notice of any of the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance matters referred to in Section Paragraph 3 hereof. Without limitation and above; (b) all notices which may be required by statute, rule of law or otherwise to preserve any rights of any Lender or Agent, including, without limitation, notice to the fullest extent permitted by applicable lawGuarantor of default, each Guarantor waives each of the following:
(a) all notices, disclosures presentment to and demand of payment or performance from any nature which otherwise might be required from time Subsidiary Borrower and protest for non-payment or dishonor; (c) any right to time to preserve intact the exercise by any rights against any Guarantor, including the following: any notice Lender or Agent of any event right, remedy, power or circumstance described privilege in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or connection with any of the Guarantied ObligationsTransaction Documents; (d) any notice requirement of the incurrence of any Guarantied Obligation; any notice of any default diligence or any failure marshaling on the part of the Borrower any Lender or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied ObligationsAgent; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(be) any right to requirement that any marshalling of assetsLender or Agent, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcydefault by any Subsidiary Borrower, insolvencyfirst make demand upon or seek to enforce remedies against, reorganization or similar proceeding, or to the exercise against the any Subsidiary Borrower or any other Person guarantor before demanding payment under or seeking to enforce this Guaranty; (f) any right to notice of the disposition of any other security which any Lender or Agent may hold from any Subsidiary Borrower or otherwise and any right or remedy under or to object to the commercial reasonableness of the disposition of any such security; and (g) all errors and omissions in connection with any Loan Document Lender’s or Agent’s administration of any of the Guarantied Obligations or any direct or indirect security for Guaranteed Obligations, any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, Transaction Documents or any of themother guarantor, or any other Person; act or omission of any requirement Lender or Agent which changes the scope of the Guarantor’s risk. The obligations of the Guarantor hereunder shall be complete and binding forthwith upon the execution of this Guaranty by it and subject to exhaust any remedies under no condition whatsoever, precedent or otherwise, and notice of acceptance hereof or action in connection with, or to mitigate reliance hereon shall not be required. If acceleration of the damages resulting from default under, any Loan Document or time for payment of any of the Guarantied Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any direct or indirect security for Subsidiary Borrower, all such amounts otherwise subject to acceleration under the terms of any Transaction Document shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Administrative Agent made at the request of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Required Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 3 contracts
Sources: Credit Agreement (Miller Herman Inc), Credit Agreement (Miller Herman Inc), Credit Agreement (Miller Herman Inc)
Waivers, etc. Each of the Guarantors Borrowers hereby waives any defense to, to or limitation on, on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 11.9 [Obligations Absolute] hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor Borrower waives each of the following:
(ai) Except as otherwise required under this Agreement, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any GuarantorBorrower, including the following: any notice of any event or circumstance described in Section 3 11.9 [Obligations Absolute] hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the any Borrower or any other Person;
(bii) any Any right to any marshalling of assets, to the filing of any claim against the any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty Agreement or any other Loan Document, and any requirement that any Guarantor Borrower receive notice of any such acceptance;
(ciii) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(div) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, Collateral or the like.
Appears in 3 contracts
Sources: Credit Agreement (Armstrong Resource Partners, L.P.), Credit Agreement (Armstrong Energy, Inc.), Credit Agreement (Armstrong Energy, Inc.)
Waivers, etc. Each of the Term Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw, each Term Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Term Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower Term Borrowers or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower Term Borrowers or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Term Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower Term Borrowers or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 2 contracts
Sources: Credit Agreement (Armstrong Resource Partners, L.P.), Credit Agreement (Armstrong Energy, Inc.)
Waivers, etc. Each of To the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives each presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under Secured Parties hereunder or in connection with any Loan Document Secured Obligations. The Secured Parties may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Pledgor's obligations hereunder. The Pledgor further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the likePledged Collateral may be located), or by reason under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any election of remedies right or other action or inaction remedy provided by this Agreement to the Agent or the LendersSecured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations)and waives its rights, which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyshipprior judicial hearing. THE PLEDGOR'S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, impairment of collateral, or the likeINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.
Appears in 2 contracts
Sources: Pledge of Shares of Beneficial Interest Agreement (Five Star Quality Care Inc), Pledge of Shares of Beneficial Interest Agreement (Five Star Quality Care Inc)
Waivers, etc. Each of the Guarantors hereby waives any defense toto (other than, and to the extent of, the defense of prior payment in cash and performance of the Guarantied Obligations) or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 [Obligations Absolute] hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) Except as may be expressly contemplated by the Credit Agreement or the other Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Service Products, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 [Obligations Absolute] hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any Subsidiary or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceedingInsolvency Proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the LendersSecured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, Specified Swap Agreements or Other Lender Provided Financial Service Products, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including including, but not limited to to, anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the LendersSecured Parties, or any of them (including including, but not limited to to, commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the LendersSecured Parties, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 2 contracts
Sources: Revolving Credit Facility (CNX Midstream Partners LP), Revolving Credit Facility (CNX Resources Corp)
Waivers, etc. Each of the Guarantors Borrower hereby waives any defense to, to or limitation on, on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 11.9 [Obligations Absolute] hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor Borrower waives each of the following:
(ai) Except as otherwise required under this Agreement, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantorthe Borrower, including the following: any notice of any event or circumstance described in Section 3 11.9 [Obligations Absolute] hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(bii) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty Agreement or any other Loan Document, and any requirement that any Guarantor receive the Borrower receives notice of any such acceptance;
(ciii) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(div) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, Collateral or the like.
Appears in 2 contracts
Sources: Credit Agreement (Armstrong Coal Company, Inc.), Credit Agreement (Armstrong Energy, Inc.)
Waivers, etc. Each Guarantor unconditionally waives: (a) notice of any of the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance matters referred to in Section Paragraph 3 hereof. Without limitation and above; (b) all notices which may be required by statute, rule of law or otherwise to preserve any rights of any Obligation Holder, including, without limitation, notice to the fullest extent permitted by applicable lawGuarantors of default, each Guarantor waives each of the following:
(a) all notices, disclosures presentment to and demand of payment or performance from any nature which otherwise might be required from time Borrower and protest for non-payment or dishonor; (c) any right to time to preserve intact the exercise by any rights against any Guarantor, including the following: any notice Obligation Holder of any event right, remedy, power or circumstance described privilege in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or connection with any of the Guarantied ObligationsLoan Documents; (d) any notice requirement of the incurrence of any Guarantied Obligation; any notice of any default diligence or any failure marshaling on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied ObligationsObligation Holder; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(be) any right to requirement that any marshalling of assetsObligation Holder, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcydefault by any Borrower, insolvencyfirst make demand upon or seek to enforce remedies against, reorganization or similar proceeding, or to the exercise against the such Borrower or any other Person Cumulative Guarantor before demanding payment under or seeking to enforce this Guaranty; (f) any right to notice of the disposition of any other security which any Obligation Holder may hold from any Borrower or otherwise and any right or remedy under or to object to the commercial reasonableness of the disposition of any such security; and (g) all errors and omissions in connection with any Loan Document or Obligation Holder's administration of any of the Guarantied Obligations or any direct or indirect security for Guaranteed Obligations, any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, Loan Documents or any of themother Cumulative Guarantor, or any other Person; any requirement to exhaust any remedies under act or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit omission of any statute Obligation Holder which changes the scope of limitations; such Guarantor's risk. The obligations of each Guarantor hereunder shall be complete and any requirement of acceptance binding forthwith upon the execution of this Guaranty by it and subject to no condition whatsoever, precedent or any other Loan Documentotherwise, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense acceptance hereof or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likereliance hereon shall not be required.
Appears in 2 contracts
Sources: Credit Agreement (Universal Forest Products Inc), Credit Agreement (Universal Forest Products Inc)
Waivers, etc. Each of To the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives each presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under Secured Parties hereunder or in connection with any Loan Document Secured Obligations. The Secured Parties may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Pledgor’s obligations hereunder. The Pledgor further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the likePledged Collateral may be located), or by reason under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any election of remedies right or other action or inaction remedy provided by this Agreement to the Agent or the LendersSecured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations)and waives its rights, which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyshipprior judicial hearing. THE PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, impairment of collateral, or the likeINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.
Appears in 2 contracts
Sources: Pledge of Shares of Beneficial Interests Agreement (Five Star Quality Care Inc), Pledge of Shares of Beneficial Interest Agreement (Five Star Quality Care Inc)
Waivers, etc. Each of the Guarantors Shutterport hereby waives any defense topresentment, demand, notice, protest and all other demands and notices in connection with this Agreement or limitation on, its obligations under this Guaranty arising out the enforcement of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any ▇▇▇▇▇▇▇▇▇'▇ rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under hereunder or in connection with any Loan Document obligations or any Collateral; consents to and waives notice of: (a) the granting of renewals, extensions of time for payment or other indulgences to Shutterport or to any account debtor in respect of any account receivable of Shutterport; (b) substitution, release or surrender of any Collateral; (c) the addition or release of persons primarily or secondarily liable on any of the Guarantied Obligations or on any direct account receivable or indirect security for other Collateral; and (d) the acceptance of partial payments on any of Obligations or on any account receivable or other Collateral and/or the Guarantied Obligations; any requirement of promptness settlement or diligence compromise thereof. No delay or omission on the part of the Agent ▇▇▇▇▇▇▇▇▇ in exercising any right hereunder shall operate as a waiver of such right or the Lenders, or any of them, or any other Person; right hereunder. Any waiver of any requirement such right on any one occasion shall not be construed as a bar to exhaust or waiver of any remedies such right on any such future occasion. Shutterport further waives any right it may have under the laws of the State of New Jersey (or under the laws of any other state in connection with, or to mitigate the damages resulting from default under, any Loan Document or which any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the likecollateral may be located), or by reason under the constitution of the United States of America, to notice or to a judicial hearing prior to the exercise of any election of remedies right or other action remedy provided by this Agreement to ▇▇▇▇▇▇▇▇▇ and waives its rights, if any, to set aside or inaction by invalidate any sale duly consummated in accordance with the Agent or foregoing provisions hereof on the Lendersgrounds (if such be the case) that the sale was consummated without a prior judicial hearing. Shutterport's waivers under this Section 9 have been made voluntarily, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any intelligently, knowingly, without duress and only after extensive consideration of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeramifications thereof.
Appears in 2 contracts
Sources: Security Agreement (Medianet Group Technologies Inc), Security Agreement (Medianet Group Technologies Inc)
Waivers, etc. Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Parties’ rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsPledged Collateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the other Listed Companies or the other Pledgors or to any third party, or substitution, release or surrender of any Guarantied collateral security for any Secured Obligation; , the addition or release of Persons primarily or secondarily liable on any notice Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any default Secured Obligation or on any failure collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Parties in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any future occasion. Each Pledgor further waives any right it may have under or the laws of The Commonwealth of Massachusetts, under the laws of any state in connection with any Loan Document or which any of the Guarantied Obligations Pledged Collateral may be located or any direct which may govern the Pledged Collateral, or indirect security for any under the laws of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness notice provided herein or diligence on in any other Loan Documents) or to a judicial hearing prior to the part exercise of any right or remedy provided by this Agreement to the Administrative Agent or the LendersSecured Parties and waives its rights, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against prior judicial hearing. Each Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after such Pledgor has been apprized and counseled by its attorneys as to the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 2 contracts
Sources: Credit and Security Agreement (Ameresco, Inc.), Credit and Security Agreement (Ameresco, Inc.)
Waivers, etc. Each of To the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives each presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under Secured Parties hereunder or in connection with any Loan Document Secured Obligations. The Secured Parties may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Pledgor's obligations hereunder. The Pledgor further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the likePledged Collateral may be located), or by reason under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any election of remedies right or other action or inaction remedy provided by this Agreement to the Agent or the LendersSecured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations)and waives its rights, which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyshipprior judicial hearing. THE PLEDGOR'S WAIVERS UNDER THIS SECTION 12 HAVE BEEN MADE VOLUNTARILY, impairment of collateral, or the likeINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.
Appears in 2 contracts
Sources: Pledge of Shares of Beneficial Interest Agreement (Five Star Quality Care Inc), Pledge of Shares of Beneficial Interest Agreement (Five Star Quality Care Inc)
Waivers, etc. Each of the Revolver Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw, each Revolver Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Revolver Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower Revolver Borrowers or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower Revolver Borrowers or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Revolver Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower Revolver Borrowers or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 2 contracts
Sources: Credit Agreement (Armstrong Resource Partners, L.P.), Credit Agreement (Armstrong Energy, Inc.)
Waivers, etc. Each of the Guarantors (a) Creditor and Debtor hereby waives waive any defense to, or limitation on, its obligations under this Guaranty arising out of or based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement in any event or circumstance referred to in Section 3 hereofaction brought therefor by Lender. Without limitation and to To the fullest extent permitted by applicable law, Creditor and Debtor each Guarantor waives each hereby further waives: presentment, demand, protest, notice of protest, notice of default or dishonor, notice of payment or nonpayment and any and all other notices and demands of any kind in connection with instruments, documents and agreements evidencing, securing or relating in any way to all or any portion of the following:
(a) all notices, disclosures and demand Superior Debt or the Junior Debt to which the Creditor or Debtor may be a party; notice of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any acceptance of this Agreement by Lender; notice of any event loans made, extensions granted or circumstance described other action taken by Lender in Section 3 hereof; any notice required by any lawreliance hereon, regulation including without limitation: (i) granting time or order now other indulgences to Debtor, (ii) renewing, extending, modifying or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or compromising any of the Guarantied Obligations; Superior Debt, (iii) possessing, substituting, modifying, waiving or releasing any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect collateral held as security for any of the Guarantied ObligationsSuperior Debt, or (iv) adding or releasing any person primarily or secondarily liable thereon; and all other demands and notices of every kind in connection with this Agreement, the Superior Debt or Junior Debt, and no such action taken by Lender shall affect the subordination or other provisions herein in any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;manner.
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in In the event of any bankruptcysale, insolvencyassignment, reorganization disposition or similar proceedingother transfer of the Junior Debt, Creditor shall cause the transferee thereof to execute and deliver to Lender an agreement (substantially identical with this Agreement or otherwise in form and substance satisfactory to Lender) providing for the continued subordination of the Junior Debt to the exercise against Superior Debt as provided herein and for the Borrower or any other Person continued effectiveness of any other right or remedy under or in connection with any Loan Document or any all of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies rights arising under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeAgreement.
Appears in 2 contracts
Sources: Debt Subordination Agreement (Argan Inc), Debt Subordination Agreement (Argan Inc)
Waivers, etc. Each Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby rights of the Secured Parties hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the substitution, release or surrender of any Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. No waiver of any such right on any one occasion shall be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between Tenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Tenant further waives any defense toright it may have under the constitution of any state or commonwealth in which any of the Collateral may be located, or limitation onunder the Constitution of the United States of America, its obligations under this Guaranty arising out of to notice (except for notice specifically required hereby) or based on any event or circumstance referred to in Section 3 hereof. Without limitation and a judicial hearing prior to the fullest exercise of any right or remedy provided by this Agreement to the Secured Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Guarantor waives each Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Secured Parties’ rights against any Guarantor, including the following: any notice of any event under this Agreement or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or other instrument evidencing any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default Obligations or any failure on the part of the Borrower or any other Person to comply with any Loan Document or under which any of the Guarantied Obligations is outstanding or any direct or indirect security for by which any of the Guarantied Obligations; and any notice of any information pertaining to the businessObligations is secured or guaranteed, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assetsand, to the filing maximum extent permitted by applicable law, Tenant hereby irrevocably waives the benefits of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any all such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 2 contracts
Sources: Security Agreement (Five Star Quality Care Inc), Security Agreement (Five Star Quality Care Inc)
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw, each Guarantor waives each of the following:
(a) all 4.1 All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any other Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the any Borrower or any other Person;
(b) any 4.2 Any right to any marshalling of assets, to the filing of any claim against the any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any 4.3 Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any 4.4 Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, collateral or the like.
Appears in 2 contracts
Sources: Revolving Credit Facility Credit Agreement (Finish Line Inc /In/), Continuing Agreement of Guaranty and Suretyship (Finish Line Inc /In/)
Waivers, etc. Each of the Guarantors hereby waives any defense toto (other than, and to the extent of, the defense of prior payment and performance of the Guarantied Obligations) or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 [Obligations Absolute] hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) Except as may be expressly contemplated by the Credit Agreement or the other Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Service Products, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 [Obligations Absolute] hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the LendersSecured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, Specified Swap Agreements or Other Lender Provided Financial Service Products, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the LendersSecured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the LendersSecured Parties, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 2 contracts
Sources: Revolving Credit Facility (CNX Coal Resources LP), Revolving Credit Facility (CONSOL Energy Inc)
Waivers, etc. Each of the Guarantors The Guarantor hereby waives any defense to, to or limitation on, on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 3.02 hereof. Without limitation and to limitation, the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any the Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 3.02 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;.
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, Lender or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan DocumentAgreement, and any requirement that any the Guarantor receive notice of any such acceptance;.
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them Lender (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, Lender to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 2 contracts
Sources: Credit Agreement (Black Box Corp), Credit Agreement (Black Box Corp)
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the LendersBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the LendersBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the LendersBanks, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 2 contracts
Sources: Assignment and Assumption Agreement (Federated Investors Inc /Pa/), Assignment and Assumption Agreement (Federated Investors Inc /Pa/)
Waivers, etc. Each of To the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives each presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under Secured Party hereunder or in connection with any Loan Document Secured Obligations. The Secured Party may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Party shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Pledgor' obligations hereunder. The Pledgor further waives any right it may have under the Constitution of The Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the likePledged Collateral may be located), or by reason under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any election of remedies right or other action or inaction remedy provided by this Agreement to the Agent or the LendersSecured Party, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations)and waives its rights, which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyshipprior judicial hearing. THE PLEDGOR'S WAIVERS UNDER THIS SECTION 12 HAVE BEEN MADE VOLUNTARILY, impairment of collateral, or the likeINTELLIGENTLY AND KNOWINGLY AND AFTER THE Pledgor HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.
Appears in 2 contracts
Sources: Stock Pledge Agreement (Sholodge Inc), Stock Pledge Agreement (Candlewood Hotel Co Inc)
Waivers, etc. Each of To the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives each presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under Secured Party hereunder or in connection with any Loan Document Secured Obligations. The Secured Party may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Party shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Pledgor's obligations hereunder. The Pledgor further waives any right it may have under the Constitution of The Commonwealth of Massachusetts (or under the constitution of any other state in which the any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the likePledged Collateral may be located), or by reason under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any election of remedies right or other action or inaction remedy provided by this Agreement to the Agent or the LendersSecured Party, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations)and waives its rights, which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyshipprior judicial hearing. THE PLEDGOR'S WAIVERS UNDER THIS SECTION 12 HAVE BEEN MADE VOLUNTARILY, impairment of collateral, or the likeINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.
Appears in 2 contracts
Sources: Stock Pledge Agreement (Candlewood Hotel Co Inc), Stock Pledge Agreement (Candlewood Hotel Co Inc)
Waivers, etc. Each of the Guarantors Borrowers hereby waives any defense to, to or limitation on, on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 11.9 [Obligations Absolute] hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor Borrower waives each of the following:
(ai) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any GuarantorBorrower, including the following: any notice of any event or circumstance described in Section 3 11.9 [Obligations Absolute] hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the any Borrower or any other Person;
(bii) any Any right to any marshalling of assets, to the filing of any claim against the any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty Agreement or any other Loan Document, and any requirement that any Guarantor Borrower receive notice of any such acceptance;
(ciii) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(div) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, collateral or the like.
Appears in 2 contracts
Sources: Revolving Credit Facility (Finish Line Inc /In/), Revolving Credit Facility Credit Agreement (Finish Line Inc /In/)
Waivers, etc. Each The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Parties’ rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsPledged Collateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Issuer or the Pledgor or to any third party, or substitution, release or surrender of any Guarantied collateral security for any Secured Obligation; , the addition or release of Persons primarily or secondarily liable on any notice Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any default Secured Obligation or on any failure collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Parties in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice hereunder. Any waiver of any such acceptance;
(c) right on any defense one occasion shall not be construed as a bar to or other right arising by reason waiver of any law now or hereafter in effect in such right on any jurisdiction pertaining future occasion. THE PLEDGOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE LAWS OF THE STATE OF NEW YORK, UNDER THE LAWS OF ANY STATE IN WHICH ANY OF THE PLEDGED COLLATERAL MAY BE LOCATED OR WHICH MAY GOVERN THE PLEDGED COLLATERAL, OR UNDER THE LAWS OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN OR IN ANY OTHER INDENTURE DOCUMENTS) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE COLLATERAL AGENT OR THE SECURED PARTIES AND WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprized and counseled by its attorneys as to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 2 contracts
Sources: Nonrecourse Guaranty and Pledge Agreement, Nonrecourse Guaranty and Pledge Agreement (Affinity Guest Services, LLC)
Waivers, etc. Each of To the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives each presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under Secured Party hereunder or in connection with any Loan Document Secured Obligations. The Secured Party may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any Pledgor. The Secured Party shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect any Pledgor’s obligations hereunder. Each Pledgor further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state in which any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the likePledged Collateral may be located), or by reason under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any election of remedies right or other action or inaction remedy provided by this Agreement to the Agent or the LendersSecured Party, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations)and waives its rights, which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyshipprior judicial hearing. EACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, impairment of collateral, or the likeINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.
Appears in 1 contract
Sources: Pledge of Subtenants’ Company Interests Agreement (Five Star Quality Care Inc)
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, Law each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each The Debtor hereby waives presentment, demand, notice, ------------ protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Lender's rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsCollateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Debtor or to any account debtor in respect of any Guarantied Obligation; account receivable or to any notice other third party, or substitution, release or surrender of any default Collateral, the addition or release of persons primarily or secondarily liable on any failure Secured Obligation or on any account receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Lender in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice hereunder. Any waiver of any such acceptance;
(c) right on any defense one occasion shall not be construed as a bar to or other right arising by reason waiver of any law now or hereafter in effect in such right on any jurisdiction pertaining future occasion. THE DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE STATE OF NEW YORK, UNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, OR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE LENDER AND WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Debtor's waivers under this section have been made voluntarily, intelligently and knowingly and after the Debtor has been apprized and counseled by its attorneys as to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 4 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 4 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower Borrower, any Guarantor or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower Borrower, any Guarantor or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower Borrower, any Guarantor or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower Borrower, any Guarantor or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower Borrower, any Guarantor or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it any Guarantor may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Sources: Revolving Credit Facility (Advanced Drainage Systems, Inc.)
Waivers, etc. Each of the The Guarantors hereby waives waive any defense to, to or limitation on, its on their obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 2.02 hereof. Without limitation and to the fullest full extent permitted by applicable law, each Guarantor waives the Guarantors waive each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 2.02 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any presentment, notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;.
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any requirement of promptness or diligence on the part of the Agent or and the LendersBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan DocumentAgreement, and any requirement that any Guarantor receive notice of any such acceptance;.
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or and the LendersBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Agent or and the LendersBanks, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and.
(d) Notwithstanding any and all defenses it may now payment or hereafter have based on principles of suretyship, impairment of collateralpayments made by each Guarantor hereunder, or any set-off or application of funds of such Guarantor by the likeAgent or any Bank, such Guarantor shall not be entitled to be subrogated to any of the rights of the Agent or any Bank against the Borrower or against any collateral security or guarantee or right of offset held by the Agent or any Bank for the payment of the Guaranteed Obligations, nor shall such Guarantor seek any reimbursement from the Borrower in respect of payments made by such Guarantor hereunder, until all amounts owing to the Agent and the Banks by the Borrower on account of the Guaranteed Obligations are paid in full and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Agent and the Banks, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Agent in the exact form received by such Guarantor (duly endorsed by such Guarantor to the Agent, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Agent may determine.
Appears in 1 contract
Sources: Credit Agreement (Louisville Gas & Electric Co /Ky/)
Waivers, etc. Each The Company hereby waives presentment, demand, notice, protest and, except as otherwise provided herein, all other demands and notices in connection with this Security Agreement or the enforcement of the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Lenders' rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under hereunder or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any Collateral; the Company consents to and waives notice of the Guarantied Obligations; granting of renewals, extensions of time for payment or other indulgence to any requirement account debtor in respect of promptness any account receivable, the addition or diligence release of persons primarily or secondarily liable on any account receivable or other Collateral, the acceptance of partial payments on any obligation or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay on the part of the Agent any Lender in exercising any right hereunder shall operate as a waiver of such right or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice right hereunder. Any waiver of any such acceptance;
(c) right on any defense one occasion shall not be construed as a bar to or other right arising by reason waiver of any law now or hereafter in effect in such right on any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of such future occasion. The Company further waives any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based to notice (other than any requirement of notice provided herein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Security Agreement to the Lenders and waives its right, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on principles the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Company hereby waives the right to plead any statute of suretyshiplimitations as a defense to any indebtedness or obligations hereunder or secured hereby to the full extent permitted by law. The Company's waivers under this section have been made voluntarily, impairment of collateral, or the likeintelligently and knowingly.
Appears in 1 contract
Waivers, etc. Each The Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby rights of the Secured Party hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the substitution, release or surrender of any Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. No waiver of any such right on any one occasion shall be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between the Tenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The Tenant further waives any defense toright it may have under the constitution of any state or commonwealth in which any of the Collateral may be located, or limitation onunder the Constitution of the United States of America, its obligations under this Guaranty arising out of to notice (except for notice specifically required hereby) or based on any event or circumstance referred to in Section 3 hereof. Without limitation and a judicial hearing prior to the fullest exercise of any right or remedy provided by this Agreement to the Secured Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. THE TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Secured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Guarantor waives each the Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Secured Party’s rights against any Guarantor, including the following: any notice of any event under this Agreement or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or other instrument evidencing any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default Obligations or any failure on the part of the Borrower or any other Person to comply with any Loan Document or under which any of the Guarantied Obligations is outstanding or any direct or indirect security for by which any of the Guarantied Obligations; and any notice of any information pertaining to the businessObligations is secured or guaranteed, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assetsand, to the filing maximum extent permitted by applicable law, the Tenant hereby irrevocably waives the benefits of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any all such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each To the fullest extent permitted by applicable law, each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 3.3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all 3.4.1 All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 3.3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any 3.4.2 Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of themAdministrative Agent, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any 3.4.3 Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any 3.4.4 Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likelike (other than the defense that the Guarantied Obligations shall have been fully and finally performed and indefeasibly paid).
Appears in 1 contract
Sources: Credit Agreement (3d Systems Corp)
Waivers, etc. Each of To the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives each presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under Secured Party hereunder or in connection with any Loan Document Secured Obligations. The Secured Party may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Party shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Pledgor’s obligations hereunder. The Pledgor further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state in which any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the likePledged Collateral may be located), or by reason under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any election of remedies right or other action or inaction remedy provided by this Agreement to the Agent or the LendersSecured Party, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations)and waives its rights, which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyshipprior judicial hearing. THE PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, impairment of collateral, or the likeINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.
Appears in 1 contract
Sources: Pledge of Tenant’s Company Interests Agreement (Five Star Quality Care Inc)
Waivers, etc. Each The Debtor hereby waives presentment, demand, notice, ------------ protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Lender's rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsCollateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Debtor or to any account debtor in respect of any Guarantied Obligation; account receivable or to any notice other third party, or substitution, release or surrender of any default Collateral, the addition or release of persons primarily or secondarily liable on any failure Secured Obligation or on any account receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Lender in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice hereunder. Any waiver of any such acceptance;
(c) right on any defense one occasion shall not be construed as a bar to or other right arising by reason waiver of any law now or hereafter in effect in such right on any jurisdiction pertaining future occasion. THE DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE COMMONWEALTH OF MASSACHUSETTS, UNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, OR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE LENDER AND WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Debtor's waivers under this section have been made voluntarily, intelligently and knowingly and after the Debtor has been apprized and counseled by its attorneys as to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Sources: Security Agreement (Navisite Inc)
Waivers, etc. Each Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby rights of the Secured Party hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (a) the substitution, release or surrender of any Collateral, (b) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (c) the acceptance of partial payments on any Collateral and/or the settlement or compromise thereof, (d) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (e) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. No waiver of any such right on any one occasion shall be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between any Subtenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Each Subtenant further waives any defense toright it may have under the constitution of any state or commonwealth in which any of the Collateral may be located, or limitation onunder the Constitution of the United States of America, its obligations under this Guaranty arising out of to notice (except for notice specifically required hereby) or based on any event or circumstance referred to in Section 3 hereof. Without limitation and a judicial hearing prior to the fullest exercise of any right or remedy provided by this Agreement to the Secured Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. EACH SUBTENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH SUBTENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Secured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Guarantor waives each Subtenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Secured Party’s rights against any Guarantor, including the following: any notice of any event under this Agreement or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or other instrument evidencing any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default Obligations or any failure on the part of the Borrower or any other Person to comply with any Loan Document or under which any of the Guarantied Obligations is outstanding or any direct or indirect security for by which any of the Guarantied Obligations; and any notice of any information pertaining to the businessObligations is secured or guaranteed, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assetsand, to the filing maximum extent permitted by applicable law, each Subtenant hereby irrevocably waives the benefits of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any all such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Sources: Transaction Agreement (Senior Housing Properties Trust)
Waivers, etc. Each of the Guarantors hereby waives any defense toEACH OF THE GUARANTORS HEREBY WAIVES ANY DEFENSE TO OR LIMITATION ON ITS OBLIGATIONS UNDER THIS GUARANTY ARISING OUT OF OR BASED ON ANY EVENT OR CIRCUMSTANCE REFERRED TO IN SECTION 3 HEREOF. WITHOUT LIMITATION AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the followingEACH GUARANTOR WAIVES EACH OF THE FOLLOWING:
(a) all 18.1 All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any 18.2 Any right to any marshalling marshaling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any 18.3 Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any 18.4 Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Sources: Credit Agreement (Ii-Vi Inc)
Waivers, etc. Each of the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all noticesThe Guarantor hereby waives notice of acceptance of this Guaranty and notice of any liability to which it may apply, disclosures and waives diligence, presentment, demand of payment, protest, notice of dishonor of any nature which otherwise might be required such liabilities, suit or taking other action or making any demand by CCFI against, and any other notice to, any party liable thereon (including the Guarantor). The Guarantor agrees that CCFI may at any time and from time to time to preserve intact any rights against any without the consent of, or notice to, the Guarantor, including without incurring responsibility to the followingGuarantor, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part: any notice (i) change the manner, place or terms of, and/or change or extend the time of any event payment of, renew or circumstance described in Section 3 hereof; any notice required by any lawalter, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Guaranteed Obligations; , any notice of the incurrence of any Guarantied Obligation; any notice of any default security therefor, or any failure on the part of the Borrower liability incurred directly or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; indirectly in respect thereof, and any notice of any information pertaining this Guaranty shall apply to the businessGuaranteed Obligations so changed, operationsextended, condition renewed or altered; (financial ii) exercise or otherwise) or prospects of the Borrower or refrain from exercising any other Person;
(b) any right to any marshalling of assets, to the filing of any claim rights against the Borrower or any other Person in person or entity (including the event of any bankruptcy, insolvency, reorganization Guarantor) or similar proceeding, otherwise act or to the exercise against the Borrower refrain from acting; (iii) settle or any other Person of any other right or remedy under or in connection with any Loan Document or compromise any of the Guarantied Obligations Guaranteed Obligations, any security therefor or any direct or indirect security for liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the Guarantied Obligations; payment of all or any requirement part thereof to the payment of promptness any liability (whether due or diligence on the part not) of the Agent Borrower to the creditors of the Borrower (including CCFI); (iv) apply any sums by third parties in respect of any liability or liabilities of the LendersBorrower to CCFI regardless of what liability or liabilities of the Borrower remain unpaid; and/or (v) consent to or waive any breach of, or any of themact, omission or any other Person; any requirement to exhaust any remedies default under or in connection withmodify or amend any provision of, or to mitigate the damages resulting from default under, any Loan Document or any Documents so long as the principal amount of the Guarantied Obligations or any direct or indirect security for any Loans is not increased without the written consent of the Guarantied Obligations; Guarantor. The Guarantor further acknowledges that the Guarantor has not relied on any benefit of any statute of limitations; collateral security which may be granted to CCFI by the Borrower in order to issue this Guaranty, and any requirement of acceptance of agrees that this Guaranty shall at all times remain in effect with respect to the Guaranteed Obligations whether the Guaranteed Obligations are secured or any other Loan Document, and any requirement that any Guarantor receive notice unsecured. Nothing herein shall be deemed to be a modification of any such acceptance;the terms of the Agreement.
(cb) The Guarantor hereby waives any defense or other right arising by reason of subrogation which it may have with respect to any law now or hereafter in effect in any jurisdiction pertaining payment it may have made to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action CCFI in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent Loans or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeDocuments.
Appears in 1 contract
Waivers, etc. Each of the Guarantors hereby waives any defense toEACH OF THE GUARANTORS HEREBY WAIVES ANY DEFENSE TO OR LIMITATION ON ITS OBLIGATIONS UNDER THIS GUARANTY ARISING OUT OF OR BASED ON ANY EVENT OR CIRCUMSTANCE REFERRED TO IN SECTION 3 HEREOF. WITHOUT LIMITATION AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the followingEACH GUARANTOR WAIVES EACH OF THE FOLLOWING:
(a) all 22.1 All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any 22.2 Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any 22.3 Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any 22.4 Any and all defenses it any Guarantor may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each The Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby rights of the Secured Parties hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the substitution, release or surrender of any Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. No waiver of any such right on any one occasion shall be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between the Tenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The Tenant further waives any defense toright it may have under the constitution of any state or commonwealth in which any of the Collateral may be located, or limitation onunder the Constitution of the United States of America, its obligations under this Guaranty arising out of to notice (except for notice specifically required hereby) or based on any event or circumstance referred to in Section 3 hereof. Without limitation and a judicial hearing prior to the fullest exercise of any right or remedy provided by this Agreement to the Secured Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. THE TENANT'S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Guarantor waives each the Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Secured Parties' rights against any Guarantor, including the following: any notice of any event under this Agreement or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or other instrument evidencing any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default Obligations or any failure on the part of the Borrower or any other Person to comply with any Loan Document or under which any of the Guarantied Obligations is outstanding or any direct or indirect security for by which any of the Guarantied Obligations; and any notice of any information pertaining to the businessObligations is secured or guaranteed, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assetsand, to the filing maximum extent permitted by applicable law, the Tenant hereby irrevocably waives the benefits of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any all such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each The Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby rights of the Secured Party hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the substitution, release or surrender of any Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. No waiver of any such right on any one occasion shall be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between the Tenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The Tenant further waives any defense toright it may have under the constitution of any state or commonwealth in which any of the Collateral may be located, or limitation onunder the Constitution of the United States of America, its obligations under this Guaranty arising out of to notice (except for notice specifically required hereby) or based on any event or circumstance referred to in Section 3 hereof. Without limitation and a judicial hearing prior to the fullest exercise of any right or remedy provided by this Agreement to the Secured Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. THE TENANT'S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Secured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Guarantor waives each the Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Secured Party's rights against any Guarantor, including the following: any notice of any event under this Agreement or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or other instrument evidencing any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default Obligations or any failure on the part of the Borrower or any other Person to comply with any Loan Document or under which any of the Guarantied Obligations is outstanding or any direct or indirect security for by which any of the Guarantied Obligations; and any notice of any information pertaining to the businessObligations is secured or guaranteed, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assetsand, to the filing maximum extent permitted by applicable law, the Tenant hereby irrevocably waives the benefits of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any all such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the any Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of themSecured Party, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency lawsLaws, “"one action” laws " Laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them Secured Party (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, Secured Party to seek a deficiency against the any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Sources: Revolving Credit Facility (DSW Inc.)
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each The Pledgors hereby waive presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Party's rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsPledged Collateral; any consent to and waive notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgors or to any third party, or substitution, release or surrender of any Guarantied collateral security for any Secured Obligation; , the addition or release of persons primarily or secondarily liable on any notice Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any default Secured Obligation or on any failure collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Party in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any future occasion. Each Pledgor further waives any right it may have under or the constitutions of any state in connection with any Loan Document or which any of the Guarantied Obligations Pledged Collateral may be located or any direct or indirect security for any under the Constitution of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness notice provided herein) or diligence to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured Party and waives its right, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the part of grounds (if such be the Agent or case) that the Lenderssale was consummated without a prior judicial hearing. The Pledgors' waivers under this section have been made voluntarily, or any of them, or any other Person; any requirement intelligently and knowingly and after the Pledgors have been apprised and counseled by their attorneys as to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; nature thereof and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Waivers, etc. In the event that this Guaranty or any Loan Document to which the Borrower is a party shall be terminated, rejected or disaffirmed as a result of bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar proceedings with respect to the Borrower, each Guarantor’s obligations hereunder to the Guaranteed Party shall continue to the same extent as if the same had not been so terminated, rejected or disaffirmed. Each Guarantor hereby waives all rights and benefits that might, in whole or in part, relieve it from the performance of its duties and obligations by reason of any proceeding as specified in the preceding sentence, and such Guarantor agrees that it shall be liable for all sums guaranteed, in respect of and without regard to, any modification, limitation or discharge of the Guarantors hereby waives liability of the Borrower that may result from any defense tosuch proceedings and notwithstanding any stay, injunction or other prohibition issued in any such proceedings. Furthermore, the obligation of each Guarantor hereunder will not be discharged by any occurrence whatsoever, except payment in full of all amounts payable by the Borrower of amounts due under the Credit Agreement and the other Loan Documents and an absolute discharge or release of such Guarantor signed by the Security Trustee on behalf of the Guaranteed Party (and the Security Trustee shall promptly grant such a discharge following the valid and proper payment and performance of all the Guaranteed Obligations); provided that if the Security Trustee has reasonable grounds for believing that any particular payment, performance or other discharge of the Guaranteed Obligations which it has received is vulnerable to being set aside or to an order for repayment, and delivers to the Guarantor an opinion of appropriately qualified independent legal advisers substantiating that concern, then the Security Trustee will not be obliged to provide an absolute discharge or release of such Guarantor as mentioned above for so long as such belief reasonably persists; and without prejudice to its generality, the foregoing shall apply in relation to anything which would have discharged such Guarantor (wholly or in part) or which would have afforded such Guarantor any legal or equitable defense, and in relation to any liquidation or dissolution of, or limitation onany change in constitution or corporate identity or loss of corporate identity by, its the Borrower, any other Guarantor or any other Person. Without prejudice to the generality of the foregoing, to the full extent permitted by law, none of the liabilities or obligations of any Guarantor under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the followingshall be impaired by:
(a) the Guaranteed Party:
(i) agreeing with the Borrower to any variation or departure (however substantial) of or from the Credit Agreement or any other Loan Document so that any such variation or departure shall, whatever its nature, be binding upon such Guarantor in all noticescircumstances, disclosures and demand notwithstanding that it may increase or otherwise affect the liability of such Guarantor;
(ii) releasing or granting any time or any indulgence whatsoever to the Borrower and, in particular, waiving any of the preconditions for the making of any nature which Loan under the Credit Agreement, any contravention by the Borrower of the Credit Agreement or any other Loan Document or entering into any transaction or arrangements whatsoever with or in relation to the Borrower, any other Guarantor, and/or any third party;
(iii) taking, accepting, varying, dealing with, enforcing, abstaining from enforcing, surrendering or releasing any security for the Guaranteed Obligations in such manner as they think fit, or claiming, proving for, accepting or transferring any payment in respect of the Guaranteed Obligations in any composition by, or liquidation of, the Borrower, any other Guarantor, and/or any third party or abstaining from so claiming, proving, accepting or transferring.
(b) any provision of this Guaranty being or becoming void, unenforceable or otherwise might invalid under any applicable law. The obligations of each Guarantor hereunder shall be required from time to time to preserve intact continuing, absolute and unconditional and shall remain in full force and effect until irrevocable payment, performance or observance in full of all of the Guaranteed Obligations and shall not in any manner be affected by reason of any action taken or not taken by any Guaranteed Party or any other Person or of any lack of prior enforcement or retention of any rights against the Borrower or any GuarantorGuarantor or any illegality, unenforceability or invalidity of the Guaranteed Obligations or the Loan Documents, any other guarantee or other obligations, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, or any other circumstance or condition (whether or not any Guarantor or the Borrower shall have any knowledge or notice thereof), including without limitation:
(i) any termination, rescission, waiver, compromise, acceleration, amendment or modification of, or deletion from, or addition or supplement to, or other change in any of the following: Loan Documents, or any other instrument or agreement applicable to any of the parties to any of the Loan Documents, or to any Aircraft or any part thereof, or any assignment, mortgage or transfer of any thereof, or of any interest therein, or any leasing or subleasing of any Aircraft, or any furnishing or acceptance of additional security, or any release of any security, for the obligations of the Borrower under the Loan Documents or the failure of any security or the failure of any Person to perfect any interest in any collateral security;
(ii) any failure, omission or delay on the part of the Borrower, any other Guarantor or any other Person to conform or comply with any term of any Loan Document;
(iii) any exercise or nonexercise of any right, remedy, power or privilege under or in respect of any Loan Document or any obligation or liability contained therein;
(iv) except to the extent thereof, any waiver by a Guaranteed Party as provided in the Loan Documents, of the performance or observance by the Borrower of any Guaranteed Obligation, or any default under any Loan Document, or the extension or renewal of any Loan Document or any change in the provisions of any Loan Document, or any extension of the time for payment of principal and interest or any other Guaranteed Obligation, or of the time for performance of any other obligations, covenants or agreements under or arising out of any Loan Document, or the extension or the renewal of any thereof;
(v) the exchange, surrender, substitution or modification of any collateral security for any of the Guaranteed Obligations;
(vi) any failure, omission or delay on the part of any Guaranteed Party, or its successors or assigns, to give such Guarantor notice of any event Event of Default or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest the like under any Loan Document or to enforce, assert or exercise any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default right, power or remedy conferred on it in this Guaranty, or any failure such failure, omission or delay on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or Guaranteed Party in connection with any Loan Document or any other action on the part of any Guaranteed Party;
(vii) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the Guarantied Obligations benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshalling of assets and liabilities, liquidation, or similar proceedings with respect to the Borrower, any Guarantor, any other Person or any direct of their respective properties or indirect security for creditors, or the disaffirmance with respect to the Borrower of any of the Guarantied Obligations; Loan Documents in any requirement such proceeding or any action taken by any trustee or receiver or by any court in any such proceeding;
(viii) any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of promptness any of the Loan Documents;
(ix) any defect in the title, compliance with specifications, condition, design, operation or diligence fitness for use of, or any damage to or loss or destruction of, any Aircraft, or any interruption or cessation in the use of any Aircraft or any portion of any thereof by the Borrower or any other Person for any reason whatsoever (including without limitation any governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof, whether or not resulting from accident and whether or not without fault on the part of the Agent or the LendersBorrower, or any of them, Guarantor or any other Person;
(x) any merger or consolidation of the Borrower or any Guarantor into or with any other Person, or any sale, lease or transfer of any of the assets of the Borrower or any Guarantor to any other Person or any change in ownership of the equity interests in the Borrower or any Guarantor;
(xi) any compromise, settlement, release, renewal, extension, indulgence, change in or waiver or modification of any Guaranteed Obligation, or any failure to mitigate damages, or any release or discharge, by operation of law or otherwise, of the Borrower, any Guarantor or any other Person from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or any Loan Document;
(xii) any transfer, permitted assignment, participation or other arrangement by the Borrower, any Guaranteed Party, or their successors or assigns of its interest, or any part thereof, in and to any Loan Document or the assignment or transfer of any rights relating to any Guaranteed Obligation contained in any Loan Document, including, without limitation, the full or partial assignment of any of the Loan Documents or any assignment, transfer or other arrangement by which the Lessee transfers its interests in or loses control of the use of any Aircraft or any part thereof;
(xiii) any defense, setoff, cross-claim or counterclaim which may at any time be available to or asserted by or against the Borrower or such Guarantor (other than the defense of payment or performance in full);
(xiv) any misrepresentation or breach of warranty made by the Borrower or any Guarantor in any Loan Document or in any certificate or document delivered in connection therewith;
(xv) the genuineness, legality, validity, regularity or enforceability of any Loan Document or collateral security therefor, or of any assignment or termination of any Loan Document; and
(xvi) any other condition or circumstance which might otherwise constitute a legal or equitable discharge, release or defense of a surety or guarantor, or which might otherwise limit recourse against such Guarantor, including, without limitation, any discharge, release, defense or limitation arising out of any applicable law which would either exempt, modify or delay the due or punctual payment and performance of the obligations of such Guarantor hereunder, it being agreed that the obligations of such Guarantor hereunder shall not be discharged except by payment or performance as herein provided. Each Guarantor hereby waives and shall not assert any of the foregoing occurrences as a defense to its obligations hereunder. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be made hereunder as and when, from time to time, the Borrower shall default in the payment or performance of the Guaranteed Obligations under the terms of any Loan Document, and that this Guaranty shall remain in force and effect and shall apply to each and every subsequent default in respect of the Guaranteed Obligations. Each Guarantor hereby specifically agrees that it shall not be necessary or required in order to enforce its obligations hereunder that there be, and specifically waives diligence, presentment, demand, protest or notice of any kind whatsoever with respect to this Guaranty or the Guaranteed Obligations, including without limitation: (i) notice of acceptance of this Guaranty or notice of nonpayment or nonperformance of any of the Guaranteed Obligations; (ii) demand for payment or performance from the Borrower; (iii) presentment for payment upon the Borrower or the making of any protest; (iv) notice of the amount of the Guaranteed Obligations outstanding at any time; (v) notice of failure to perform on the part of the Borrower or notice of dishonor or acceleration; (vi) any requirement to exhaust any remedies exercisable upon a default under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or Document; (vii) any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense sale, transfer or other right arising by reason disposition of any law now right, title or hereafter interest in effect in or to any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the LendersAircraft, or any of them part thereof; or (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or viii) any other Person circumstance whatsoever which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise discharges limit recourse against such Guarantor (other than the defense of payment or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeperformance in full).
Appears in 1 contract
Sources: Secured Credit Agreement (Aspirational Consumer Lifestyle Corp.)
Waivers, etc. Each The Parent and the Pledgor each hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Parties’ rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsPledged Collateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Company or to any third party, or substitution, release or surrender of any Guarantied collateral security for any Secured Obligation; , the addition or release of Persons primarily or secondarily liable on any notice Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any default Secured Obligation or on any failure collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Parties in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any future occasion. The Parent and the Pledgor each further waives any right it may have under or the laws of the State of Delaware, under the laws of any state in connection with any Loan Document or which any of the Guarantied Obligations Pledged Collateral may be located or any direct which may govern the Pledged Collateral, or indirect security for any under the laws of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under notice provided herein or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice Documents) or to a judicial hearing prior to the exercise of any such acceptance;
(c) any defense right or other right arising remedy provided by reason of any law now or hereafter in effect in any jurisdiction pertaining this Agreement to election of remedies (including but not limited to anti-deficiency laws, “one action” laws the Lender or the like)Secured Parties and waives its rights, or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against prior judicial hearing. The Parent’s and/or the Borrower or any other Person or which otherwise discharges or impairs any of Pledgor’s waiver under this Section have been made voluntarily, intelligently and knowingly and after the Guarantied Obligations; and
(d) any Parent and/or the Pledgor, as the case may be, has been apprised and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or counseled by its attorneys as to the likenature thereof and its possible alternative rights.
Appears in 1 contract
Sources: Collateral Pledge Agreement (Bionik Laboratories Corp.)
Waivers, etc. Each of To the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor Debtor hereby waives each presentment, demand, notice, protest and, except as is otherwise provided herein or in the other Secured Debt Documents, all other demands and notices in connection with this Agreement or the enforcement of the following:
(a) all notices, disclosures and demand of Secured Parties’ rights hereunder or in connection with any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsCollateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Debtors or to any account debtor in respect of any Guarantied Obligation; account receivable or to any notice other third party, or substitution, release or surrender of any default Collateral, the addition or release of persons primarily or secondarily liable on any failure Secured Obligation or on any account receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower Collateral Trustee or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Parties in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice hereunder. Any waiver of any such acceptance;
(c) right on any defense one occasion shall not be construed as a bar to or other right arising by reason waiver of any law now or hereafter in effect in such right on any jurisdiction pertaining future occasion. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE LAWS OF THE STATE OF NEW YORK, UNDER THE LAWS OF ANY STATE IN WHICH ANY OF THE COLLATERAL OR ANY DEBTOR MAY BE LOCATED, OR UNDER THE LAWS OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE COLLATERAL TRUSTEE OR THE SECURED PARTIES AND WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. Each Debtor waivers under this section have been made voluntarily, intelligently and knowingly and after such Debtor has been apprised and counseled by its attorneys as to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Waivers, etc. Each Subject to Sections 20, 21, 22, 23 and 24, as applicable, to the fullest extent it can do so in accordance with applicable Law, each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations Guaranteed Obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including including, but not limited to to, the benefit of discussion and division, anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each The Company hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby Secured Party's rights hereunder or in connection with any Secured Obligations or any Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Company or to any defense toaccount debtor in respect of any Receivable, or limitation onsubstitution, its obligations under this Guaranty arising out release or surrender of any Collateral, the addition or based release of persons primarily or secondarily liable on any event Secured Obligation or circumstance referred to in Section 3 hereofon any Account Receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any Receivable or other Collateral and/or the settlement or compromise thereof. Without limitation and The Company also hereby waives, to the fullest extent permitted by under applicable law, each Guarantor waives each of any rights and/or defenses the following:
(a) all noticesCompany may have under any anti- deficiency laws or other laws limiting, disclosures qualifying or discharging the Secured Obligations and/or the Secured Party's remedies against the Company, any rights, defenses and demand other benefits the Company may have by reason of any nature which otherwise might be required from time election made by the Secured Party under the Massachusetts UCC or any other applicable state's UCC or protection afforded to time the Company pursuant to preserve intact any rights against any Guarantor, including the following: any notice antideficiency laws of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of state purporting to limit the Guarantied Obligations; any notice of the incurrence amount of any Guarantied Obligation; any notice of any default deficiency judgment. No delay or any failure omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Party in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any such future occasion. The Company further waives, to the extent permitted under applicable law, any right it may have under the constitution of The Commonwealth of Massachusetts (or under the constitution of any other state in connection with any Loan Document or which any of the Guarantied Obligations Collateral may be located), or any direct or indirect security for any under the Constitution of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness notice provided herein) or diligence to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured Party and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the part of grounds (if such be the Agent case) that the sale was consummated without a prior judicial hearing. The Company's waivers under this section have been made voluntarily, intelligently and knowingly and after the Company has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights. The Secured Party shall not be required to marshal any present or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect future collateral security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like)Collateral) for, or by reason other assurances of any election of remedies or other action or inaction by payment of, the Agent or the Lenders, Secured Obligations or any of them (including but not limited or to commencement or completion of any judicial proceeding or nonjudicial sale resort to such collateral security or other action assurances of payment in any particular order, and all of its rights hereunder and in respect of such collateral security for and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that it lawfully may, the Company hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Secured Party's rights under this Agreement or under any other instrument creating or evidencing any of the Guarantied Obligations), Secured Obligations or under which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and
(d) any and , to the extent that it lawfully may, the Company hereby irrevocably waives the benefits of all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likesuch laws.
Appears in 1 contract
Waivers, etc. Each The Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby rights of the Secured Party hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the substitution, release or surrender of any Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. No waiver of any such right on any one occasion shall be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between the Tenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The Tenant further waives any defense toright it may have under the constitution of any state or commonwealth in which any of the Collateral may be located, or limitation onunder the Constitution of the United States of America, its obligations under this Guaranty arising out of to notice (except for notice specifically required hereby) or based on any event or circumstance referred to in Section 3 hereof. Without limitation and a judicial hearing prior to the fullest exercise of any right or remedy provided by this Agreement to the Secured Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. THE TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Secured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Guarantor waives each the Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Secured Party’ rights against any Guarantor, including the following: any notice of any event under this Agreement or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or other instrument evidencing any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default Obligations or any failure on the part of the Borrower or any other Person to comply with any Loan Document or under which any of the Guarantied Obligations is outstanding or any direct or indirect security for by which any of the Guarantied Obligations; and any notice of any information pertaining to the businessObligations is secured or guaranteed, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assetsand, to the filing maximum extent permitted by applicable law, the Tenant hereby irrevocably waives the benefits of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any all such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Sources: Tenant Security Agreement (Five Star Quality Care Inc)
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the LendersBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the LendersBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the LendersBanks, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Sources: Credit Agreement (Big Lots Inc)
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable lawLaw, each Guarantor waives each of the following:
(ai) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the any Borrower or any other Person;
(bii) any Any right to any marshalling of assets, to the filing of any claim against the any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied ObligationsObligations (other than to preserve such claim); any requirement of promptness or diligence on the part of the Agent Administrative Agent, the Lenders or the Lendersother Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance;
(ciii) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent Administrative Agent, the Lenders or the Lendersother Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent Administrative Agent, the Lenders or the Lendersother Secured Parties, or any of them, to seek a deficiency against the any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(div) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each The Pledgors hereby waive presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Party’s rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsPledged Collateral; any consent to and waive notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgors or to any third party, or substitution, release or surrender of any Guarantied collateral security for any Secured Obligation; , the addition or release of persons primarily or secondarily liable on any notice Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any default Secured Obligation or on any failure collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Party in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any future occasion. Each Pledgor further waives any right it may have under or the constitutions of any state in connection with any Loan Document or which any of the Guarantied Obligations Pledged Collateral may be located or any direct or indirect security for any under the Constitution of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness notice provided herein) or diligence to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured Party and waives its right, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the part of grounds (if such be the Agent or case) that the Lenderssale was consummated without a prior judicial hearing. The Pledgors’ waivers under this section have been made voluntarily, or any of them, or any other Person; any requirement intelligently and knowingly and after the Pledgors have been apprised and counseled by their attorneys as to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; nature thereof and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the LendersBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the LendersBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the LendersBanks, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeLike.
Appears in 1 contract
Waivers, etc. Each of the Guarantors hereby waives waives, to the fullest extent permitted by Law, any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower Borrowers or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower Borrowers or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower Borrowers or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower Borrowers or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower Borrowers or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each All payments required hereunder shall be made irrespective of, and without any deduction for, any setoff, defense or counterclaim. Borrower and all others who may become liable for the payment of all or any part of the Guarantors Debt do hereby waives severally waive presentment and demand for payment, notice of dishonor, protest and notice of protest and non-payment and all other notices of any defense kind, other than notices specifically required by the terms of this Note, the Security Instrument and the other Loan Documents. Except as otherwise provided in Section 5(b) relating to the Defeasance Deposit, no release of any security for the Debt or extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Security Instrument or the other Loan Documents made by agreement between Lender or any other person or party shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower, and any other person or entity who may become liable for the payment of all or any part of the Debt, under this Note, the Security Instrument or the other Loan Documents. No notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Lender to take further action without further notice or demand as provided for in this Note, the Security Instrument or the other Loan Documents. In addition, acceptance by Lender of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be an Event of Default. I f Borrower is a partnership, the agreements herein contained shall remain in force and applicable, notwithstanding any changes in the individuals comprising the partnership, and the term “Borrower,” as used herein, shall include any alternate or successor partnership, but any predecessor partnership and their partners shall not thereby be released from any liability. If Borrower is a corporation or limited liability company, the agreements contained herein shall remain in full force and applicable notwithstanding any changes in the shareholders or members comprising, or the officers and directors or managers relating to, the corporation or limited liability company, and the term “Borrower” as used herein, shall include any alternative or successor corporation or limited liability company, but any predecessor corporation or limited liability company shall not be relieved of liability hereunder. (Nothing in the foregoing sentence shall be construed as a consent to, or limitation ona waiver of, its obligations under this Guaranty arising out any prohibition or restriction on transfers of interests in a partnership, corporation or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature limited liability company which otherwise might may be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person set forth in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty Security Instrument or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like.), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Sources: Promissory Note (Secured Investment Resources Fund Lp Ii)
Waivers, etc. Each The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Party’s rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsPledged Collateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Pledgor or to any third party, or substitution, release or surrender of any Guarantied collateral security for any Secured Obligation; , the addition or release of Persons primarily or secondarily liable on any notice Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any default Secured Obligation or on any failure collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Party in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of Delaware, Massachusetts or South Carolina, under the laws of any state in connection with any Loan Document or which any of the Guarantied Obligations Pledged Collateral may be located or any direct which may govern the Pledged Collateral, or indirect security for any under the laws of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under notice provided herein or in connection with, the Loan Agreements or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or in any other Loan Document, and any requirement that any Guarantor receive notice ) or to a judicial hearing prior to the exercise of any such acceptance;
(c) any defense right or other right arising remedy provided by reason of any law now or hereafter in effect in any jurisdiction pertaining this Agreement to election of remedies (including but not limited to anti-deficiency lawsthe Secured Party and waives its rights, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against prior judicial hearing. The Pledgor’s waiver under this Section has been made voluntarily, intelligently and knowingly and after the Borrower or any other Person or which otherwise discharges or impairs any of Pledgor has been apprised and counseled by its attorneys as to the Guarantied Obligations; and
(d) any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Waivers, etc. 6.1. Each of the Guarantors hereby waives Trustees hereto consents to and agrees with the other Trustees that, without the necessity of any defense toreservation of rights against any other party and without notice to or further assent by any other party, subject to the provisions of Section 2.1, 2.2 and 5.1 hereof, (a) any demand for payment of any Indenture Obligation may be rescinded in whole or in part, and any Indenture Obligation may be continued, and the Indenture Obligations, or limitation onthe liability of Funding, its obligations TCHI, the Partnership or any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, or any obligation or liability of Funding, TCHI the Partnership or any other Person thereunder or with respect thereto may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered or released (it being acknowledged that the foregoing is subject, in the case of any Shared Collateral, to the provisions of Section 2 hereof), and (b) the Indenture Documents, and any other documents, instruments or agreements evidencing or governing the terms of the Indenture Obligations or any collateral security documents or guaranties or documents in connection therewith, may be amended, modified, supplemented or terminated, in whole or in part, as the parties thereto may deem advisable from time to time, except as otherwise expressly set forth therein, and any collateral security at any time held by any Trustee from the payment of any of any Indenture Obligations, respectively, may be sold, exchanged, waived, surrendered or released, in each case all without notice to or further assent by any other party hereto, each of which will remain bound under this Guaranty arising out Intercreditor Agreement, and all without impairing, releasing or affecting the lien priority or other provisions herein, notwithstanding any such renewal, extension, modification, acceleration, compromise, amendment, supplement, termination, sale, exchange, waiver, surrender or release, subject in each case to the provisions of this Intercreditor Agreement. The Trustees hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Indenture Obligations and notice of or based on any event proof of reliance by the Trustees upon this Intercreditor Agreement and the Senior Notes Indenture Obligations shall conclusively be deemed to have been created, contracted or circumstance referred incurred in reliance upon this Intercreditor Agreement.
6.2. Each Trustee hereby acknowledges and confirms to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the followingother Trustee that:
(a) all notices, disclosures and demand of No Trustee has made any nature representations or warranties as to any matter which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event may affect or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining way related to the businessfinancial condition, operationsrelationships or transactions of Funding, condition (financial or otherwise) or prospects of TCHI, the Borrower Partnership or any other Person;, including, without limitation, the business, assets, liabilities, type or value of any security therefor, financial condition, management or control of Funding, TCHI, the Partnership or any other Person; and
(b) any right Except as expressly provided herein, no Trustee is obligated to any marshalling of assets, to the filing of any claim against the Borrower or notify any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower Trustee or any other Person of any change in the business, assets, liabilities, type or value of any security therefor, financial condition, management or control of Funding, TCHI, the Partnership or of any other right Person; and
(c) The failure by a Trustee to obtain, perfect or remedy under or in connection with realize upon any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent Indenture Obligations or the Lendersindebtedness, obligations or any liabilities of them, or any other Person; any requirement to exhaust any remedies under , shall not release or in connection with, or to mitigate the damages resulting from default under, any Loan Document or otherwise impair any of the Guarantied Obligations or any direct or indirect security for any obligations of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeTrustees hereunder.
Appears in 1 contract
Sources: Intercreditor Agreement (Trumps Castle Associates Lp)
Waivers, etc. Each of the Guarantors The Guarantor hereby waives any defense to, to or limitation on, on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 2.02 hereof. Without limitation and to limitation, the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any the Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 2.02 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;.
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, Lender or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan DocumentAgreement, and any requirement that any the Guarantor receive notice of any such acceptance;.
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them Lender (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, Lender to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each of the Guarantors hereby waives any defense toto (other than, and to the extent of, the defense of prior payment and performance of the Guarantied Obligations) or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) Except as may be expressly contemplated by the Credit Agreement or the other Loan Documents or, Specified Swap Agreements or Other Lender Provided Financial Service Products, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan DocumentDocument or, Specified Swap AgreementAgreements or Other Lender Provided Financial Service Products, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Sources: Credit Agreement (CONSOL Energy Inc)
Waivers, etc. Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Parties’ rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsPledged Collateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the other Listed Companies or the other Pledgors or to any third party, or substitution, release or surrender of any Guarantied collateral security for any Secured Obligation; , the addition or release of Persons primarily or secondarily liable on any notice Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any default Secured Obligation or on any failure collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Parties in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any future occasion. Each Pledgor further waives any right it may have under or the laws of the State of New York, under the laws of any state in connection with any Loan Document or which any of the Guarantied Obligations Pledged Collateral may be located or any direct which may govern the Pledged Collateral, or indirect security for any under the laws of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness notice provided herein or diligence on in any other Loan Documents) or to a judicial hearing prior to the part exercise of any right or remedy provided by this Agreement to the Agent or the LendersSecured Parties and waives its rights, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against prior judicial hearing. Each Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after such Pledgor has been apprized and counseled by its attorneys as to the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Waivers, etc. Each To the fullest extent permitted by Applicable Law, each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 3.3 hereof. Without limitation and to the fullest extent permitted by applicable lawApplicable Law, each Guarantor waives each of the following:
(a) all 3.4.1. All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 3.3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any 3.4.2. Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of themAdministrative Agent, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any 3.4.3. Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations)) or any other Secured Party, which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any 3.4.4. Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likelike (other than the defense that the Guarantied Obligations shall have been fully and finally performed and indefeasibly paid).
Appears in 1 contract
Sources: Credit Agreement (3d Systems Corp)
Waivers, etc. Each Subject to Section 20, if applicable, to the fullest extent it can do so in accordance with applicable Law, each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations Guaranteed Obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of the any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the any Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including including, but not limited to to, anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Sources: Credit Agreement (Glatfelter Corp)
Waivers, etc. Each of To the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives each presentment, demand, payment, notice of dishonor, protest and, except as otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under Secured Parties hereunder or in connection with any Loan Document Secured Obligations. The Secured Parties may release, supersede, exchange or modify any collateral security it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Parties shall be under no duty to exhaust its rights against any such collateral security or any such third party before realizing on the Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Pledgor’s obligations hereunder. The Pledgor further waives any right it may have under the Constitution of the Commonwealth of Massachusetts (or under the constitution of any other state in which any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the likePledged Collateral may be located), or by reason under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any election of remedies right or other action or inaction remedy provided by this Agreement to the Agent or the LendersSecured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations)and waives its rights, which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyshipprior judicial hearing. THE PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, impairment of collateral, or the likeINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.
Appears in 1 contract
Sources: Pledge of Shares of Beneficial Interest Agreement (Five Star Quality Care Inc)
Waivers, etc. Each The Debtor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Lender's rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsCollateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Debtor or to any account debtor in respect of any Guarantied Obligation; account receivable or to any notice other third party, or substitution, release or surrender of any default Collateral, the addition or release of persons primarily or secondarily liable on any failure Secured Obligation or on any account receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Lender in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice hereunder. Any waiver of any such acceptance;
(c) right on any defense one occasion shall not be construed as a bar to or other right arising by reason waiver of any law now or hereafter in effect in such right on any jurisdiction pertaining future occasion. THE DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE STATE OF NEW YORK, UNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, OR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE LENDER AND WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Debtor's waivers under this section have been made voluntarily, intelligently and knowingly and after the Debtor has been apprized and counseled by its attorneys as to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Sources: Security Agreement (Engage Inc)
Waivers, etc. Each Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby rights of the Secured Party hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the substitution, release or surrender of any Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. No waiver of any such right on any one occasion shall be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between any Subtenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Each Subtenant further waives any defense toright it may have under the constitution of any state or commonwealth in which any of the Collateral may be located, or limitation onunder the Constitution of the United States of America, its obligations under this Guaranty arising out of to notice (except for notice specifically required hereby) or based on any event or circumstance referred to in Section 3 hereof. Without limitation and a judicial hearing prior to the fullest exercise of any right or remedy provided by this Agreement to the Secured Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. EACH SUBTENANT'S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH SUBTENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Secured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Guarantor waives each Subtenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Secured Party's rights against any Guarantor, including the following: any notice of any event under this Agreement or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or other instrument evidencing any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default Obligations or any failure on the part of the Borrower or any other Person to comply with any Loan Document or under which any of the Guarantied Obligations is outstanding or any direct or indirect security for by which any of the Guarantied Obligations; and any notice of any information pertaining to the businessObligations is secured or guaranteed, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assetsand, to the filing maximum extent permitted by applicable law, each Subtenant hereby irrevocably waives the benefits of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any all such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each of the Guarantors Grantor hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and (to the fullest extent permitted by applicable law) presentment, each Guarantor waives each demand, notice, protest and, except as is otherwise provided herein or in the other Transaction Documents, all other demands and notices, in connection with this Agreement or the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Secured Parties’ rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under hereunder or in connection with any Loan Document or any of the Guarantied Secured Obligations or any direct or indirect security for any Collateral; consents to and waives (to the extent permitted by applicable law) notice of the Guarantied Obligations; granting of renewals, extensions of time for payment or other indulgences to the other Grantors or to any requirement account debtor in respect of promptness any Account, including without limitation, any account receivable or diligence to any other third party, or substitution, release or surrender of any Collateral, the addition or release of persons primarily or secondarily liable on any Secured Obligation or on any account receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Agent on behalf of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or the Lenders, or any of them, or any other Person; right hereunder. Any waiver of any requirement such right on any one occasion shall not be construed as a bar to exhaust or waiver of any remedies such right on any future occasion. Each Grantor further waives (to the extent permitted by applicable law) any right it may have under or the laws of the State of New York, under the laws of any state in connection with, or to mitigate the damages resulting from default under, any Loan Document or which any of the Guarantied Obligations Collateral may be located, or any direct or indirect security for any under the laws of the Guarantied Obligations; any benefit United States of any statute of limitations; and America, to notice (other than any requirement of acceptance of this Guaranty notice provided herein) or any other Loan Document, and any requirement that any Guarantor receive notice to a judicial hearing prior to the exercise of any such acceptance;
(c) any defense right or other right arising remedy provided by reason of any law now or hereafter in effect in any jurisdiction pertaining this Agreement to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the LendersSecured Parties and waives (to the extent permitted by applicable law) its rights, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek object to, set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against prior judicial hearing or was not commercially reasonable. Each Grantor’s waivers under this section have been made voluntarily, intelligently and knowingly and after such Grantor has been apprised and counseled by its attorneys as to the Borrower or any other Person or which otherwise discharges or impairs any of nature thereof and its possible alternative rights, and shall be construed and enforced to the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likefullest extent enforceable under applicable law.
Appears in 1 contract
Waivers, etc. Each The Guarantor waives promptness, diligence, protest, presentments and all notices and demands whatsoever with respect to any of the Guarantors hereby waives Obligations and this Guaranty, and all rights to require any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred Obligee to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all noticesproceed against the Lessee, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) protect, secure, perfect or insure any right to any marshalling of assets, to the filing of any claim against the Borrower Lien or any other Person in the event of any bankruptcy, insolvency, reorganization property subject thereto or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or pursue any other Person or which otherwise discharges or impairs remedy any of the Guarantied Obligations; and
(d) any and all defenses it Obligee may now or hereafter have based against the Lessee. The Guarantor waives any right or claim of right to cause a marshaling of Lessee's assets. No delay on principles the part of suretyshipany Obligee in the exercise of any right, impairment power or privilege under the Lease Documents or this Guaranty shall operate as a waiver of collateralany such right, power or privilege. No Obligee shall be obligated to pursue or exhaust any remedies against the Lessee or any other person or collateral prior to proceeding against the Guarantor. The Guarantor waives any defense arising by reason of the cessation from any cause whatsoever of the liability of Lessee, except that the Guarantor does not waive the defense of indefeasible payment in full and performance of the Obligations. Until the Obligations shall have been indefeasibly paid and performed in full, the Guarantor waives any right to enforce the rights it shall acquire by reason of the Guarantor's payment or performance on behalf of the Lessee, whether by way of subrogation or otherwise, any remedy which any Obligee now has or may hereafter have against the Lessee, or any benefit of rights to participate in any security now or hereafter held by any Obligee and pursuit by any Obligee of any of its remedies shall not impair this Guaranty and shall not be deemed an election of remedies. Until the likeObligations shall have been indefeasibly paid in full and performed as aforesaid, the Guarantor shall not take any action to hinder or delay the exercise of any right to remedy to the extent granted under the Lease Documents, this Guaranty or any applicable law to any Obligee in respect of the Property or the guaranty hereunder; nor exercise or pursue any rights, remedies, powers, privileges or benefits of any kind hereunder (whether available to the Guarantor hereunder or at law or in equity); nor, in proceedings under the bankruptcy laws or insolvency proceedings of any nature, shall the Guarantor prove, in competition with any Obligee, any claim in respect of any payment hereunder; nor in any such proceedings shall the Guarantor be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of the Lessee or the benefit of the Security.
Appears in 1 contract
Waivers, etc. Each Subject to Section 18, if applicable, each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations Guaranteed Obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of the any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the any Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including including, but not limited to to, anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Parties’ rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsPledged Collateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the other Listed Companies or the other Pledgors or to any third party, or substitution, release or surrender of any Guarantied collateral security for any Secured Obligation; , the addition or release of Persons primarily or secondarily liable on any notice Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any default Secured Obligation or on any failure collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Parties in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any future occasion. Each Pledgor further waives any right it may have under or the laws of The Commonwealth of Massachusetts, under the laws of any state in connection with any Loan Document or which any of the Guarantied Obligations Pledged Collateral may be located or any direct which may govern the Pledged Collateral, or indirect security for any under the laws of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness notice provided herein or diligence on in any other Loan Documents) or to a judicial hearing prior to the part exercise of any right or remedy provided by this Agreement to the Agent or the LendersSecured Parties and waives its rights, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against prior judicial hearing. Each Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after such Pledgor has been apprized and counseled by its attorneys as to the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the any Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of themSecured Party, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency lawsLaws, “one action” laws Laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them Secured Party (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, Secured Party to seek a deficiency against the any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Party’s rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsPledged Collateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Pledgor or to any third party, or substitution, release or surrender of any Guarantied collateral security for any Secured Obligation; , the addition or release of Persons primarily or secondarily liable on any notice Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any default Secured Obligation or on any failure collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Party in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any future occasion. The Pledgor further waives any right it may have under or the laws of the State of New York, under the laws of any state in connection with any Loan Document or which any of the Guarantied Obligations Pledged Collateral may be located or any direct which may govern the Pledged Collateral, or indirect security for any under the laws of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under notice provided herein or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice Documents) or to a judicial hearing prior to the exercise of any such acceptance;
(c) any defense right or other right arising remedy provided by reason of any law now or hereafter in effect in any jurisdiction pertaining this Agreement to election of remedies (including but not limited to anti-deficiency lawsthe Secured Party and waives its rights, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of themif any, to seek set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a deficiency against prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Borrower or any other Person or which otherwise discharges or impairs any of Pledgor has been apprised and counseled by its attorneys as to the Guarantied Obligations; and
(d) any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Sources: Pledge and Security Agreement (Blonder Tongue Laboratories Inc)
Waivers, etc. Each of the The Guarantors hereby waives waive any defense to, to or limitation on, its on their obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 2.2 hereof. Without limitation and to limitation, the fullest extent permitted by applicable law, each Guarantor waives Guarantors waive each of the following:
(a) all All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 2.2 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of the Borrower or any other Person Persons to comply with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;Persons.
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person Persons in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person Persons of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of themBank, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan DocumentAgreement, and any requirement that any Guarantor receive notice of any such acceptance;.
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the LendersBank, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, Bank to seek a deficiency against the Borrower or any other Person Persons or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Sources: Guaranty and Suretyship Agreement (Valley Forge Dental Associates Inc)
Waivers, etc. Each The Company hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein and in the Credit Agreement, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Party's rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsCollateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to either or both of the Borrowers or to any account debtor in respect of any Guarantied Obligation; any notice Account Receivable, or substitution, release or surrender of any default collateral (including the Services Collateral), the addition or release of persons primarily or secondarily liable on any failure Secured Obligation (including Services) or on any Account Receivable or other collateral, the acceptance of partial payments on any Secured Obligation or on any Account Receivable or other collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Party in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any such future occasion. The Company further waives any right it may have under the constitution of the Commonwealth of Massachusetts, under the constitution of the States of Delaware or Virginia (or under the constitution of any other state in connection with any Loan Document or which any of the Guarantied Obligations Collateral may be located), or any direct or indirect security for any under the Constitution of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness notice provided herein) or diligence to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured Party and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the part of grounds (if such be the Agent or case) that the Lenderssale was consummated without a prior judicial hearing. The Company's waivers under this section have been made voluntarily, or any of them, or any other Person; any requirement intelligently and knowingly and after the Company has been apprised and counseled by its attorneys as to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; nature thereof and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Waivers, etc. Each of the The Guarantors hereby waives waive any defense to, to or ------------- limitation on, its on their obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 2.02 hereof. Without limitation and to the fullest full extent permitted by applicable law, each Guarantor waives the Guarantors waive each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 2.02 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of the any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the any Borrower or any other Person;.
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the LendersBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan DocumentAgreement, and any requirement that any Guarantor receive notice of any such acceptance;.
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the LendersBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent or the LendersBanks, or any of them, to seek a deficiency against the any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each of the The Guarantors hereby waives waive any defense to, to or ------------- limitation on, its on their obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 2.02 hereof. Without limitation and to the fullest full extent permitted by applicable law, each Guarantor waives the Guarantors waive each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 2.02 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied ObligationGuaranteed obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;.
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any requirement of promptness or diligence on the part of the Agent or and the LendersBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan DocumentAgreement, and any requirement that any Guarantor receive notice of any such acceptance;.
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or and the LendersBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Agent or and the LendersBanks, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Sources: Guaranty and Suretyship Agreement (Mariner Post Acute Network Inc)
Waivers, etc. Each of the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 19, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Secured Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the any Borrower or any other Person to comply with any Secured Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the any Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the LendersSecured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Secured Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Secured Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency lawsLaws, “one action” laws Laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the LendersSecured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the LendersSecured Parties, or any of them, to seek a deficiency against the any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; andand {N0221554 }
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Waivers, etc. Each of the Guarantors Borrowers hereby waives any defense to, to or limitation on, on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 11.9 [Obligations Absolute] hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor Borrower waives each of the following:
(ai) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any GuarantorBorrower, including the following: any notice of any event or circumstance described in Section 3 11.9 [Obligations Absolute] hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the any Borrower or any other Person;
(bii) any Any right to any marshalling of assets, to the filing of any claim against the any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty Agreement or any other Loan Document, and any requirement that any Guarantor Borrower receive notice of any such acceptance;
(ciii) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(div) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, Collateral or the like.
Appears in 1 contract
Waivers, etc. Each Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby rights of the Secured Party hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (a) the substitution, release or surrender of any Collateral, (b) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (c) the acceptance of partial payments on any Collateral and/or the settlement or compromise thereof, (d) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (e) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. No waiver of any such right on any one occasion shall be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between Tenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Tenant further waives any defense toright it may have under the constitution of any state or commonwealth in which any of the Collateral may be located, or limitation onunder the Constitution of the United States of America, its obligations under this Guaranty arising out of to notice (except for notice specifically required hereby) or based on any event or circumstance referred to in Section 3 hereof. Without limitation and a judicial hearing prior to the fullest exercise of any right or remedy provided by this Agreement to the Secured Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Secured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Guarantor waives each Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Secured Party’s rights against any Guarantor, including the following: any notice of any event under this Agreement or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or other instrument evidencing any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default Obligations or any failure on the part of the Borrower or any other Person to comply with any Loan Document or under which any of the Guarantied Obligations is outstanding or any direct or indirect security for by which any of the Guarantied Obligations; and any notice of any information pertaining to the businessObligations is secured or guaranteed, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assetsand, to the filing maximum extent permitted by applicable law, Tenant hereby irrevocably waives the benefits of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any all such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Sources: Transaction Agreement (Senior Housing Properties Trust)
Waivers, etc. Each The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Parties' rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsPledged Collateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any Guarantied collateral security for any Secured Obligation; , the addition or release of persons primarily or secondarily liable on any notice Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any default Secured Obligation or on any failure collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Parties in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any future occasion. The Pledgor further waives any right it may have under or the constitution of the Commonwealth of Massachusetts, under the constitution of the any state in connection with any Loan Document or which any of the Guarantied Obligations Pledged Collateral may be located or any direct which may govern the Pledged Collateral, or indirect security for any under the Constitution of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness notice provided herein) or diligence to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the part of grounds (if such be the Agent or case) that the Lenderssale was consummated without a prior judicial hearing. The Pledgor's waivers under this Section have been made voluntarily, or any of them, or any other Person; any requirement intelligently and knowingly and after the Pledgor has been apprized and counseled by its attorneys as to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; nature thereof and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Waivers, etc. Each Debtor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Party's rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied Obligationsits Collateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to such Debtor or to any account the Debtor in respect of any Guarantied Obligation; account receivable or to any notice other third party, or substitution, release or surrender of any default of its Collateral, the addition or release of persons primarily or secondarily liable on any failure Secured Obligation or on any account receivable or other Collateral of such Debtor, the acceptance of partial payments on any Secured Obligation or on any account receivable or other Collateral of such Debtor and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Party in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice hereunder. Any waiver of any such acceptance;
(c) right on any defense one occasion shall not be construed as a bar to or other right arising by reason waiver of any law now or hereafter in effect in such right on any jurisdiction pertaining future occasion. EACH DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE COMMONWEALTH OF MASSACHUSETTS, UNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, OR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE SECURED PARTY AND WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. Each Debtor's waivers under this Section have been made voluntarily, intelligently and knowingly and after such Debtor has been apprised and counseled by its attorneys as to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Waivers, etc. Each of the Guarantors hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable lawLaw, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any lawLaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower Company or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower Company or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower Company or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower Company or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower Company or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Sources: Refinancing Credit Agreement (Westinghouse Air Brake Technologies Corp)
Waivers, etc. (i) Each of the Guarantors hereby waives any defense to, or limitation on, Borrowers and Holdings agrees that its joint and several and/or guaranty obligations under this Guaranty arising out SECTION 11.21 (collectively, the "GUARANTIED OBLIGATIONS") may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this SECTION 11.21 notwithstanding any extension, renewal or other alteration of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each Guarantied Obligation.
(ii) Each of the followingBorrowers and Holdings waives presentation of, demand of, and protest of any Guarantied Obligation and also waives notice of protest for nonpayment. The obligations of the Borrowers and Holdings under this SECTION 11.21 shall not be affected by:
(aA) all notices, disclosures and demand the failure of any nature which otherwise might be required from time Agent or Lender (each a "Guarantied Party" and collectively, the "Guarantied Parties") or any other Person to time assert any claim or demand or to preserve intact enforce any rights right or remedy against Holdings, any GuarantorBorrower or any Subsidiary under the provisions of this Credit Agreement, including the following: any notice other Credit Document or any other agreement or otherwise,
(B) any extension or renewal of any event provision of any thereof,
(C) any rescission, waiver, amendment or circumstance described in Section 3 hereof; modification of any notice required of the terms or provisions of this Credit Agreement, any other Credit Document, or any instrument or agreement executed pursuant hereto or thereto,
(D) the failure to perfect any security interest in, or the release of, any of the security held by any law, regulation Guarantied Party or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or other Person for any of the Guarantied Obligations; any notice of , or
(E) the incurrence failure of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower Party or any other Person to comply with exercise any Loan Document right or remedy against Holdings, any Borrower or any other guarantor of any of the Guarantied Obligations.
(iii) Holdings and each of the Borrowers, to the extent their joint and several obligations under this SECTION 11.21 are determined by a court of competent jurisdiction to be obligations in the nature of a surety or guaranty rather than primary obligations, further agree that their obligations under this SECTION 11.21 constitute a guaranty of payment when due and not of collection and waives any right to require that any resort be had by any Guarantied Party or any other Person to any of the security held for payment of any of the Guarantied Obligations or to any direct balance of any deposit account or indirect security credit on the books of any Guarantied Party or any other Person in favor of a Borrower or any other Person.
(iv) The obligations of Holdings and the Borrowers under this SECTION 11.21 shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise of any of the Guarantied Obligations; , and shall not be subject to any notice defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, 134 illegality or unenforceability of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Guarantied Obligations, the discharge of any Borrower or any other Person;guarantor from any of the Guarantied Obligations in a bankruptcy or similar proceeding, or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and the Borrowers under this SECTION 11.21 shall not be discharged or impaired or otherwise affected by the failure of any Guarantied Party or any other Person to assert any claim or demand or to enforce any remedy under this Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any hereof or thereof, by any default, or any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of Holdings or any Borrower or which would otherwise operate as a discharge of Holdings or any Borrower as a matter of law or equity.
(v) Holdings and each Borrower further agrees that this SECTION 11.21 shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, interest on or any other amount with respect to any Guarantied Obligation is rescinded or must otherwise be restored by any Guarantied Party, or any other Person upon the bankruptcy or reorganization of Holdings, any Borrower, any other Person or otherwise.
(vi) Holdings and each Borrower further agree, in furtherance of the foregoing and not in limitation of any other right which any Guarantied Party or any other Person may have at law or in equity against Holdings or such Borrower by virtue hereof, upon the failure of any Borrower to whom a Loan is made pay any of the Guarantied Obligations in respect thereof when and as the same shall become due, whether by required prepayment, declaration or otherwise (including amounts which would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or any similar provision of the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada)), Holdings and each Borrower jointly and severally liable for such Guarantied Obligation will forthwith pay, or cause to be paid, in cash, to US Agent (or in the case of Canadian Borrowers, Canadian Agent) for the ratable benefit of Guarantied Parties as set forth in this Credit Agreement, an amount equal to the sum of the unpaid principal amount of such Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (including, without limitation, interest which, but for the filing of a petition in a bankruptcy, reorganization or other similar proceeding with respect to any Borrower, would have accrued on such Guarantied Obligations) and all other Guarantied Obligations then owed to Guarantied Parties as aforesaid. All such payments shall be applied promptly from time to time by US Agent as set forth in Section 2.5.
(vii) Holdings and each Borrower hereby waive any claim, right or remedy, direct or indirect, that it now has or may hereafter have against any Borrower or any of its assets in connection with this SECTION 11.21 or the performance by Holdings or any Borrower of its obligations under this SECTION 11.21, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that Holdings or any Borrower now has or may hereafter have against any Borrower or Subsidiary thereof, (b) any right to enforce, or to participate in, any marshalling claim, 135 right or remedy that any Guarantied Party now has or may hereafter have against any Borrower or a Subsidiary thereof, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Guarantied Party. In addition, until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of assetsCredit shall have expired or been cancelled, Holdings and each Borrower shall withhold exercise of any right of contribution it may have against any other guarantor of the Guarantied Obligations as a result of any payment hereunder. Holdings and each Borrower further agree that, to the filing extent the waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any such rights of subrogation, reimbursement or indemnification Holdings or any Borrower may have against any Borrower or against any collateral or security, and any such rights of contribution Holdings or any Borrower may have against any such other guarantor, shall be junior and subordinate to any rights any Guarantied Party may have against any Borrower or other guarantor, to all right, title and interest any Guarantied Party may have in any such collateral or security, and to any right any Guarantied Party may have against such other guarantor. If any amount shall be paid to Holdings on account of any claim such subrogation, reimbursement, indemnification or contribution rights at any time when all Guarantied Obligations shall not have been paid in full, such amount shall be held in trust for Agents on behalf of Guarantied Parties and shall forthwith be paid over to US Agent (or, in the case of a payment by a Canadian Borrower, to Canadian Agent) for the benefit of Guarantied Parties to be credited and applied against the Borrower Guarantied Obligations, whether matured or any other Person unmatured, in accordance with the event terms hereof.
(viii) Following indefeasible payment in full in cash of any bankruptcythe Obligations, insolvencytermination of the Commitments and expiration or cancellation of all Letters of Credit, reorganization or similar proceeding, or to the exercise against the extent that any Borrower or any other Person shall have made a payment under this SECTION 11.21 of any other right or remedy under or in connection with any Loan Document all or any of the Guarantied Obligations (other than Loans made to that Borrower for which it is primarily liable) (a "GUARANTOR PAYMENT") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower having the same joint and several or guaranty obligation under this SECTION 11.21, exceeds the amount that such Borrower would otherwise have paid if each Borrower having the same joint and several or guaranty obligation under this SECTION 11.21 had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower's "Allocable Amount" (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers having the same joint and several or guaranty obligation under this SECTION 11.21 as determined immediately prior to the making of such Guarantor Payment, then, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower having the same joint and several or guaranty obligation under this SECTION 11.21 for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the "ALLOCABLE AMOUNT" of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this SECTION 11.21 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law or, in the case of a Canadian Borrower, under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar statute or common law. This SECTION 11.21 is intended only to define the relative rights of Borrowers and nothing set forth in this SECTION 11.21 is intended to or shall impair the obligations of Borrowers, jointly and severally as set forth in this SECTION 11.21, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Credit Agreement, including SECTION 11.21(a). Nothing contained in this SECTION 11.21 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and Expenses with respect thereto for which such Borrower shall be primarily liable. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. The rights of the indemnifying Borrowers against other Credit Parties under this SECTION 11.21 shall only be exercisable upon the full and indefeasible payment of the Obligations, the termination of the Commitments and the expiration or cancellation of all Letters of Credit.
(ix) Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the joint obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or any direct similar statute or indirect security for any common law) then the Obligations of each Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the federal Bankruptcy Code and, in the case of the Guarantied Obligations; any requirement of promptness or diligence on Canadian Borrowers, the part of the Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; Bankruptcy and any requirement of acceptance of this Guaranty or any other Loan DocumentInsolvency Act (Canada), and any requirement that any Guarantor receive notice of any such acceptance;
the Companies' Creditors Arrangement Act (c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the likeCanada), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
Appears in 1 contract
Sources: Credit Agreement (Grant Prideco Inc)
Waivers, etc. Each of the Guarantors Guarantor hereby waives any defense to, to or limitation on, on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the LendersBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the LendersBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the LendersBanks, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like. Notwithstanding any other term herein to the contrary, the Guarantied Obligations shall exclude the amount of any increase in the aggregate principal amount of the Commitments (together with the interest accrued on the amount of such increased principal) over and above the aggregate principal amount of the Commitments as set forth in the Credit Agreement as of the date of this Guaranty (or over and above any increased aggregate principal amount of the Commitments to which Guarantor has consented in accordance with the terms of this sentence) unless the consent of Guarantor has been provided to the Agent at a time that is substantially contemporaneous with or after the date of such increase; this provision is limited solely to an increase in the aggregate principal amount of the Commitments, as more fully set forth directly above, and to no other circumstance. For the avoidance of doubt, it is not the intent of the waivers set forth in this Section 4 to, and such waivers shall not, waive the necessity for a demand to be made in accordance with the first sentence of Section 2 hereof.
Appears in 1 contract
Waivers, etc. Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Parties' rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsPledged Collateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Listed Companies or the Pledgor or to any third party, or substitution, release or surrender of any Guarantied collateral security for any Secured Obligation; , the addition or release of persons primarily or secondarily liable on any notice Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any default Secured Obligation or on any failure collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Parties in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any future occasion. Each Pledgor further waives any right it may have under or the constitution of the Commonwealth of Massachusetts, under the constitution of the any state in connection with any Loan Document or which any of the Guarantied Obligations Pledged Collateral may be located or any direct which may govern the Pledged Collateral, or indirect security for any under the Constitution of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness notice provided herein) or diligence to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the part of grounds (if such be the Agent or case) that the Lenderssale was consummated without a prior judicial hearing. Each Pledgor's waivers under this section have been made voluntarily, or any of them, or any other Person; any requirement intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; nature thereof and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Waivers, etc. Each of the Guarantors Borrowers hereby waives any defense to, to or limitation on, on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 11.10 [Obligations Absolute] hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor Borrower waives each of the following:
(ai) all All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any GuarantorBorrower, including the following: any notice of any event or circumstance described in Section 3 11.10 [Obligations Absolute] hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the any Borrower or any other Person;
(bii) any Any right to any marshalling of assets, to the filing of any claim against the any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty Agreement or any other Loan Document, and any requirement that any Guarantor Borrower receive notice of any such acceptance;
(ciii) any Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(div) any Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, Collateral or the like.
Appears in 1 contract
Sources: Credit Agreement (Country Fair Inc)
Waivers, etc. Each The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Collateral Agent's rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Obligations or any of the Guarantied ObligationsPledged Collateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Pledged Issuer or the Pledgor or to any third party, or substitution, release or surrender of any Guarantied collateral security for any Secured Obligation; , the addition or release of Persons primarily or secondarily liable on any notice Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any default Secured Obligation or on any failure collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Collateral Agent in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any future occasion. The Pledgor further waives any right it may have under or the laws of the State of New York, under the laws of any state in connection with any Loan Document or which any of the Guarantied Obligations Pledged Collateral may be located or any direct which may govern the Pledged Collateral, or indirect security for any under the laws of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness notice provided herein) or diligence to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Collateral Agent and waives its rights, if any, to object to, set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the part of grounds (if such be the Agent case) that the sale was consummated without a prior judicial hearing or was not commercially reasonable. The Pledgor's waivers under this Section have been made voluntarily, intelligently and knowingly and after the Lenders, or any of them, or any other Person; any requirement Pledgor has been apprised and counseled by its attorneys as to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; nature thereof and any requirement of acceptance of this Guaranty or any other Loan Documentits possible alternative rights, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining shall be construed and enforced to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likefullest extent enforceable under applicable law.
Appears in 1 contract
Waivers, etc. Each The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, in the Loan Agreement or in any other Loan Document, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives Secured Party's rights hereunder or in connection with any defense to, or limitation on, its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document Secured Obligations or any of the Guarantied ObligationsPledged Collateral; any consents to and waives notice of the incurrence granting of renewals, extensions of time for payment or other indulgences to the Pledgor, any other Borrower, or to any third party, or substitution, release or surrender of any Guarantied collateral security for any Secured Obligation; , the addition or release of persons primarily or secondarily liable on any notice Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any default Secured Obligation or on any failure collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Secured Party in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the constitution of The Commonwealth of Massachusetts (or under the constitution of any other state in connection with any Loan Document or which any of the Guarantied Obligations Pledged Collateral may be located), or any direct or indirect security for any under the Constitution of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness notice provided herein) or diligence to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured Party and waives its right, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the part of grounds (if such be the Agent or case) that the Lenderssale was consummated without a prior judicial hearing. The Pledgor's waivers under this Section have been made voluntarily, or any of them, or any other Person; any requirement intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; nature thereof and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Waivers, etc. Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein or in the Credit Agreement, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby Lender's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice (except as specifically required by this Agreement or the Credit Agreement) of the granting of renewals, extensions of time for payment or other indulgences to the Listed Companies or the Pledgors or to any defense tothird party, or limitation onsubstitution, its obligations under this Guaranty arising out release or surrender of any collateral security for any Secured Obligation, the addition or based release of Persons primarily or secondarily liable on any event Secured Obligation or circumstance referred to in Section 3 hereofon any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:
(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event No delay or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure omission on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) Lender in exercising any right to any marshalling hereunder shall operate as a waiver of assets, to the filing of any claim against the Borrower such right or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or remedy waiver of any such right on any future occasion. Each Pledgor further waives any right it may have under or the laws of the Commonwealth of Massachusetts, under the laws of any state in connection with any Loan Document or which any of the Guarantied Obligations Pledged Collateral may be located or any direct which may govern the Pledged Collateral, or indirect security for any under the laws of the Guarantied Obligations; United States of America, to notice (other than any requirement of promptness notice provided herein or diligence in the Credit Agreement) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Lender and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the part of grounds (if such be the Agent or case) that the Lenderssale was consummated without a prior judicial hearing. Each Pledgor's waivers under this Section have been made voluntarily, or any of them, or any other Person; any requirement intelligently and knowingly and after such Pledgor has been apprised and counseled by its attorneys as to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; nature thereof and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.
Appears in 1 contract
Sources: Credit and Security Agreement (Signal Technology Corp)