Common use of Waivers of Notices and Defenses Clause in Contracts

Waivers of Notices and Defenses. Each of the Guarantors hereby waives, for the benefit of the Beneficiaries: (i) any defense arising by reason of the incapacity, lack of authority or any disability of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be; (ii) any notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Beneficiaries upon this Guaranty or acceptance of this Guaranty (the Guaranteed Obligations and all dealings between RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, and the Guarantor, on the one hand, and the Beneficiaries, on the other hand, being conclusively deemed to have been created, incurred or conducted in reliance upon this Guaranty); (iii) any setoff or counterclaim (other than a setoff or counterclaim that is acknowledged by the Beneficiaries, or judicially determined by a court of competent jurisdiction, not subject to further appeal, to be valid) any demand for performance, notice of nonperformance, diligence, presentment, protest, notice of protest, notice of dishonor, notice of defaults under the Stock Purchase Agreement or any other Transaction Document, notice of any amendment, renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notice that any portion of the Guaranteed Obligations is due, notice of any collection proceedings, and notice of any other fact which might increase the risk of any Guarantor; (iv) any defense based upon any statute or rule of law that provides that the obligation of a surety cannot be larger in amount or in other respects more burdensome than that of the principal; (v) any benefit of, or any right to participate in, or any notices of exchange, sale, surrender or other handling of, any security or collateral given to the Beneficiaries to secure payment or performance of the Guaranteed Obligations or any other liability of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, to any of the Beneficiaries; and (vi) to the fullest extent permitted by law, any other defenses or benefits that may be derived from or afforded by law which limit the liability of, or exonerate, guarantors or sureties, or which may conflict with the terms of this Guaranty, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction, and usury.

Waivers of Notices and Defenses. Each of the Guarantors hereby waives, for the benefit of the Beneficiaries: (i) : any defense arising by reason of the incapacity, lack of authority or any disability of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be; (ii) ; any notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Beneficiaries upon this Guaranty or acceptance of this Guaranty (the Guaranteed Obligations and all dealings between RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, and the Guarantor, on the one hand, and the Beneficiaries, on the other hand, being conclusively deemed to have been created, incurred or conducted in reliance upon this Guaranty); (iii) ; any setoff or counterclaim (other than a setoff or counterclaim that is acknowledged by the Beneficiaries, or judicially determined by a court of competent jurisdiction, not subject to further appeal, to be valid) any demand for performance, notice of nonperformance, diligence, presentment, protest, notice of protest, notice of dishonor, notice of defaults under the Stock Purchase Agreement or any other Transaction Document, notice of any amendment, renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notice that any portion of the Guaranteed Obligations is due, notice of any collection proceedings, and notice of any other fact which might increase the risk of any Guarantor; (iv) ; any defense based upon any statute or rule of law that provides that the obligation of a surety cannot be larger in amount or in other respects more burdensome than that of the principal; (v) ; any benefit of, or any right to participate in, or any notices of exchange, sale, surrender or other handling of, any security or collateral given to the Beneficiaries to secure payment or performance of the Guaranteed Obligations or any other liability of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, to any of the Beneficiaries; and (vi) and to the fullest extent permitted by law, any other defenses or benefits that may be derived from or afforded by law which limit the liability of, or exonerate, guarantors or sureties, or which may conflict with the terms of this Guaranty, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction, and usury. Bankruptcy and Related Matters. No Proceedings Against RTM, Holdco, RTM Management, Newco One or Newco Two. So long as any of the Guaranteed Obligations remain outstanding, the Guarantors shall not, without the prior written consent of each of the Beneficiaries, commence or join with any other person in commencing any bankruptcy, liquidation, reorganization or insolvency proceedings of, or against, RTM, Holdco, RTM Management, Newco One or Newco Two, as the case may be.

Waivers of Notices and Defenses. Each of the Guarantors The Guarantor hereby waives, for the ------------------------------- benefit of the BeneficiariesBeneficiary: (i) any defense arising by reason of the incapacity, lack of authority or any disability of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may beBorrower; (ii) any notice of the creation, renewal, extension or accrual of any of the Guaranteed Guarantied Obligations and notice of or proof of reliance by the Beneficiaries Beneficiary upon this Guaranty or acceptance of this Guaranty (the Guaranteed Guarantied Obligations and all dealings between RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, Borrower and the Guarantor, on the one hand, and the BeneficiariesBeneficiary, on the other hand, being conclusively deemed to have been created, incurred or conducted in reliance upon this Guaranty); (iii) any setoff or counterclaim (other than a setoff or counterclaim that is acknowledged by the Beneficiariescounterclaim, or judicially determined by a court of competent jurisdiction, not subject to further appeal, to be valid) any demand for performance, notice of nonperformance, diligence, presentment, protest, notice of protest, notice of dishonor, notice of defaults under the Stock Purchase Agreement Defaults or any other Transaction DocumentEvents of Default, notice of any amendment, renewal, extension or modification of the Guaranteed Guarantied Obligations or any agreement related thereto, notice that any portion of the Guaranteed Guarantied Obligations is due, notice of any collection proceedings, and notice of any other fact which might increase the risk of any the Guarantor; (iv) any defense based upon any statute or rule of law that provides that the obligation of a surety cannot be larger in amount or in other respects more burdensome than that of the principal; (v) any benefit of, or any right to participate in, or any notices of exchange, sale, surrender or other handling of, any security or collateral given to the Beneficiaries Beneficiary (whether directly or indirectly) to secure payment or performance of the Guaranteed Guarantied Obligations or any other liability of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, Borrower to any of the BeneficiariesBeneficiary; and (vi) to the fullest extent permitted by law, any other defenses or benefits that may be derived from or afforded by law which limit the liability of, or exonerate, guarantors or sureties, or which may conflict with the terms of this Guaranty, including, without limitation, including failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction, and usury.

Waivers of Notices and Defenses. Each of the Guarantors The Guarantor hereby waives, ------------------------------- for the benefit of the BeneficiariesBeneficiary: (i) any defense arising by reason of the incapacity, lack of authority or any disability of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may beBorrower; (ii) any notice of the creation, renewal, extension or accrual of any of the Guaranteed Guarantied Obligations and notice of or proof of reliance by the Beneficiaries Beneficiary upon this Guaranty or acceptance of this Guaranty (the Guaranteed Guarantied Obligations and all dealings between RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, Borrower and the Guarantor, on the one hand, and the BeneficiariesBeneficiary, on the other hand, being conclusively deemed to have been created, incurred or conducted in reliance upon this Guaranty); (iii) any setoff or counterclaim (other than a setoff or counterclaim that is acknowledged by the Beneficiariescounterclaim, or judicially determined by a court of competent jurisdiction, not subject to further appeal, to be valid) any demand for performance, notice of nonperformance, diligence, presentment, protest, notice of protest, notice of dishonor, notice of defaults under the Stock Purchase Agreement Defaults or any other Transaction DocumentEvents of Default, notice of any amendment, renewal, extension or modification of the Guaranteed Guarantied Obligations or any agreement related thereto, notice that any portion of the Guaranteed Guarantied Obligations is due, notice of any collection proceedings, and notice of any other fact which might increase the risk of any the Guarantor; (iv) any defense based upon any statute or rule of law that provides that the obligation of a surety cannot be larger in amount or in other respects more burdensome than that of the principal; (v) any benefit of, or any right to participate in, or any notices of exchange, sale, surrender or other handling of, any security or collateral given to the Beneficiaries Beneficiary (whether directly or indirectly) to secure payment or performance of the Guaranteed Guarantied Obligations or any other liability of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, Borrower to any of the BeneficiariesBeneficiary; and (vi) to the fullest extent permitted by law, any other defenses or benefits that may be derived from or afforded by law which limit the liability of, or exonerate, guarantors or sureties, or which may conflict with the terms of this Guaranty, including, without limitation, including failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction, and usury.

Waivers of Notices and Defenses. Each of the Guarantors The Guarantor hereby waives, for ------------------------------- the benefit of the BeneficiariesBeneficiary: (i) any defense arising by reason of the incapacity, lack of authority or any disability of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may beBorrower; (ii) any notice of the creation, renewal, extension or accrual of any of the Guaranteed Guarantied Obligations and notice of or proof of reliance by the Beneficiaries Beneficiary upon this Guaranty or acceptance of this Guaranty (the Guaranteed Guarantied Obligations and all dealings between RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, Borrower and the Guarantor, on the one hand, and the BeneficiariesBeneficiary, on the other hand, being conclusively deemed to have been created, incurred or conducted in reliance upon this Guaranty); (iii) any setoff or counterclaim (other than a setoff or counterclaim that is acknowledged by the Beneficiariescounterclaim, or judicially determined by a court of competent jurisdiction, not subject to further appeal, to be valid) any demand for performance, notice of nonperformance, diligence, presentment, protest, notice of protest, notice of dishonor, notice of defaults under the Stock Purchase Agreement Defaults or any other Transaction DocumentEvents of Default, notice of any amendment, renewal, extension or modification of the Guaranteed Guarantied Obligations or any agreement related thereto, notice that any portion of the Guaranteed Guarantied Obligations is due, notice of any collection proceedings, and notice of any other fact which might increase the risk of any the Guarantor; (iv) any defense based upon any statute or rule of law that provides that the obligation of a surety cannot be larger in amount or in other respects more burdensome than that of the principal; (v) any benefit of, or any right to participate in, or any notices of exchange, sale, surrender or other handling of, any security or collateral given to the Beneficiaries Beneficiary (whether directly or indirectly) to secure payment or performance of the Guaranteed Guarantied Obligations or any other liability of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, Borrower to any of the BeneficiariesBeneficiary; and (vi) to the fullest extent permitted by law, any other defenses or benefits that may be derived from or afforded by law which limit the liability of, or exonerate, guarantors or sureties, or which may conflict with the terms of this Guaranty, including, without limitation, including failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction, and usury.

Waivers of Notices and Defenses. Each of the Guarantors The Guarantor hereby waives, for the benefit of the BeneficiariesBuyer: (ia) any defense arising by reason of the incapacity, lack of authority of the Sellers or any defense arising by reason of any disability or other defense of RTM, Parent, Holdco, RTM Management, Newco One any Seller or Newco Two, as of any guarantor of the case may beGuaranteed Obligations or by reason of the cessation or unenforceability of the liability of any Seller or any such guarantor; (iib) any notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Beneficiaries Buyer upon the guaranty set forth in this Guaranty or acceptance of this Guaranty such guaranty (the Guaranteed Obligations and all dealings between RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, Sellers and the Guarantor, on the one hand, and the BeneficiariesBuyer, on the other hand, being conclusively deemed to have been created, incurred or conducted in reliance upon the Guarantor’s obligations under this Guaranty); (iiic) any setoff or counterclaim (other than a setoff or counterclaim that is acknowledged by the Beneficiariescounterclaim, or judicially determined by a court of competent jurisdiction, not subject to further appeal, to be valid) any demand for performance, notice of nonperformance, diligence, presentment, protest, notice of protest, notice of dishonor, notice of defaults Defaults or Events of Default under the Stock Purchase Agreement or any other Transaction Program Document, notice of any amendment, renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notice that any portion of the Guaranteed Obligations is due, notice of any collection proceedings, and notice of any other fact which might increase the risk of any the Guarantor; (ivd) any defense based upon any statute or rule of law that provides that the obligation of a surety cannot be larger in amount or in other respects more burdensome than that of the principal; (ve) any benefit of, or any right to participate in, or any notices of exchange, sale, surrender or other handling of, any security or collateral given to the Beneficiaries Buyer to secure payment or performance of the Guaranteed Obligations or any other liability of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as a Seller to the case may be, to any of the BeneficiariesBuyer; and (vif) to the fullest extent permitted by law, any other defenses or benefits that may be derived from or afforded by law which limit the liability of, or exonerate, guarantors the Guarantor or sureties, or which may conflict with the terms of the Guarantor’s obligations under this Guaranty, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction, and usury.

Waivers of Notices and Defenses. Each of the Guarantors The Guarantor hereby waives, for the benefit of Buyers and of the BeneficiariesAdministrative Agent: (ia) any defense arising by reason of the incapacity, lack of authority of any Seller or any defense arising by reason of any disability or other defense of RTM, Parent, Holdco, RTM Management, Newco One any Seller or Newco Two, as of any guarantor of the case may beGuaranteed Obligations or by reason of the cessation or unenforceability of the liability of any Seller or any such guarantor; (iib) any notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Beneficiaries Administrative Agent upon the guaranty set forth in this Guaranty or acceptance of this Guaranty such guaranty (the Guaranteed Obligations and all dealings between RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, Sellers and the Guarantor, on the one hand, and the BeneficiariesAdministrative Agent and Buyers, on the other hand, being conclusively deemed to have been created, incurred or conducted in reliance upon the Guarantor’s Obligations under this Guaranty); (iiic) any setoff or counterclaim (other than a setoff or counterclaim that is acknowledged by the Beneficiariescounterclaim, or judicially determined by a court of competent jurisdiction, not subject to further appeal, to be valid) any demand for performance, notice of nonperformance, diligence, presentment, protest, notice of protest, notice of dishonor, notice of defaults Defaults or Events of Default under the Stock Purchase Agreement or any other Transaction Program Document, notice of any amendment, renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notice that any portion of the Guaranteed Obligations is due, notice of any collection proceedings, and notice of any other fact which might increase the risk of any the Guarantor; (ivd) any defense based upon any statute or rule of law that provides that the obligation of a surety cannot be larger in amount or in other respects more burdensome than that of the principal; (ve) any benefit of, or any right to participate in, or any notices of exchange, sale, surrender or other handling of, any security or collateral given to the Beneficiaries Administrative Agent or any Buyer to secure payment or performance of the Guaranteed Obligations or any other liability of RTM, Parent, Holdco, RTM Management, Newco One a Seller to the Administrative Agent or Newco Two, as the case may be, to any of the BeneficiariesBuyer; and (vif) to the fullest extent permitted by law, any other defenses or benefits that may be derived from or afforded by law which limit the liability of, or exonerate, guarantors the Guarantor, or suretiesany other guarantor or surety, or which may conflict with the terms of the Guarantor’s obligations under this Guaranty, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction, and usury.