Common use of Waivers; Successors and Assigns Clause in Contracts

Waivers; Successors and Assigns. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Banks upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between any Guarantor and any other Credit Party, on the one hand, and the Banks, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon any Credit Party or any Guarantor with respect to the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional Guarantee of payment without regard to the validity, regularity or enforceability of the Credit Agreement, the other Credit Documents, any of the Guaranteed Obligations or any guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Banks and without regard to any defense (other than the defense of payment), set off or counterclaim which may at any time be available to or be asserted by any Credit Party against the Banks, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations, or of any Guarantor under this Guarantee, in bankruptcy or in any other instance, and the obligations and liabilities of each Guarantor hereunder shall not be conditioned or contingent upon the pursuit by the Banks or any other Person at any time of any right or remedy against any Credit Party or against any other Person which may be or become liable or obligated in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Banks, and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement (including each holder from time to time of Guaranteed Obligations) until all of the Guaranteed Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full in Cash or Cash Equivalents, notwithstanding that from time to time during the term of the Credit Agreement any Credit Party may be released from all of its Guaranteed Obligations thereunder.

Waivers; Successors and Assigns. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Banks upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between any the Guarantor and any other Credit Party, on the one hand, and the Banks, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon any Credit Party or any the Guarantor with respect to the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional Guarantee of payment without regard to the validity, regularity or enforceability of the Credit Agreement, the other Credit Documents, any of the Guaranteed Obligations or any guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Banks and without regard to any defense (other than the defense of payment), set off or counterclaim which may at any time be available to or be asserted by any Credit Party against the Banks, or by any other circumstance whatsoever (with or without notice to or knowledge of any the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations, or of any the Guarantor under this Guarantee, in bankruptcy or in any other instance, and the obligations and liabilities of each the Guarantor hereunder shall not be conditioned or contingent upon the pursuit by the Banks or any other Person at any time of any right or remedy against any Credit Party or against any other Person which may be or become liable or obligated in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Banks, and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement (including each holder from time to time of Guaranteed Obligations) until all of the Guaranteed Obligations and the obligations of each the Guarantor under this Guarantee shall have been satisfied by payment in full in Cash or Cash Equivalents, notwithstanding that from time to time during the term of the Credit Agreement any Credit Party may be released from all of its Guaranteed Obligations thereunder.

Waivers; Successors and Assigns. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Banks upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between any the Guarantor and any other Credit Party, on the one hand, and the Banks, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon any Credit Party or any the Guarantor with respect to the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional Guarantee guarantee of payment without regard to the validity, regularity or enforceability of the Credit Agreement, the other Credit Documents, any of the Guaranteed Obligations or any guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Banks and without regard to any defense (other than the defense of payment), set set-off or counterclaim which may at any time be available to or be asserted by any Credit Party against the Banks, or by any other circumstance whatsoever (with or without notice to or knowledge of any the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations, or of any the Guarantor under this Guarantee, in bankruptcy or in any other instance, and the obligations and liabilities of each the Guarantor hereunder shall not be conditioned or contingent upon the pursuit by the Banks or any other Person at any time of any right or remedy against any Credit Party or against any other Person which may be or become liable or obligated in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Banks, and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement (including each holder from time to time of Guaranteed Obligations) ), until all of the Guaranteed Obligations and the obligations of each the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full in Cash cash or Cash Equivalentscash equivalents, notwithstanding that from time to time during the term of the Credit Agreement any DRAFT: March 21, 1997 H:\WPCDOCS\1186\141591 Credit Party may be released from all of its Guaranteed Obligations thereunder.

Waivers; Successors and Assigns. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Banks Lenders upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between any the Guarantor and any other Credit Loan Party, on the one hand, and the BanksLenders, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon any Credit Loan Party or any the Guarantor with respect to the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional Guarantee of payment without regard to the validity, regularity or enforceability of the Credit Agreement, the other Credit Loan Documents, any of the Guaranteed Obligations or any guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Banks Lenders and without regard to any defense (other than the defense of payment), set off or counterclaim which may at any time be available to or be asserted by any Credit Loan Party against the BanksLenders, or by any other circumstance whatsoever (with or without notice to or knowledge of any the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations, or of any the Guarantor under this Guarantee, in bankruptcy or in any other instance, and the obligations and liabilities of each the Guarantor hereunder shall not be conditioned or contingent upon the pursuit by the Banks Lenders or any other Person at any time of any right or remedy against any Credit Loan Party or against any other Person which may be or become liable or obligated in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BanksLenders, and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement (including each holder from time to time of Guaranteed Obligations) until all of the Guaranteed Obligations and the obligations of each the Guarantor under this Guarantee shall have been satisfied by payment in full in Cash or Cash Equivalents, notwithstanding that from time to time during the term of the Credit Agreement any Credit Loan Party may be released from all of its Guaranteed Obligations thereunder.

Waivers; Successors and Assigns. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Banks upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between any the Guarantor and any other Credit Party, on the one hand, and the Banks, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon any Credit Party or any the Guarantor with respect to the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional Guarantee guarantee of payment without regard to the validity, regularity or enforceability of the Credit Agreement, the other Credit Documents, any of the Guaranteed Obligations or any guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Banks and without regard to any defense (other than the defense of payment), set set-off or counterclaim which may at any time be available to or be asserted by any Credit Party against the Banks, or by any other circumstance whatsoever (with or without notice to or knowledge of any the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations, or of any the Guarantor under this Guarantee, in bankruptcy or in any other instance, and the obligations and liabilities of each the Guarantor hereunder shall not be conditioned or contingent upon the pursuit by the Banks or any other Person at any time of any right or remedy against any Credit Party or against any other Person which may be or become liable or obligated in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Banks, and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement (including each holder from time to time of Guaranteed Obligations) ), until all of the Guaranteed Obligations and the obligations of each the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full in Cash cash or Cash Equivalentscash equivalents, notwithstanding that from time to time during the term of the Credit Agreement any Credit Party may be released from all of its Guaranteed Obligations thereunder.

Waivers; Successors and Assigns. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Banks upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between any the Guarantor and any other Credit Party, on the one hand, and the Banks, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or non-payment nonpayment to or upon any Credit Party or any the Guarantor with respect to the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional Guarantee guarantee of payment without regard to the validity, regularity or enforceability of the Credit Agreement, the other Credit Documents, any of the Guaranteed Obligations or any guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Banks and without regard to any defense (other than the defense of payment), set set-off or counterclaim which may at any time be available to or be asserted by any Credit Party against the Banks, or by any other circumstance whatsoever (with or without notice to or knowledge of any the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations, or of any the Guarantor under this Guarantee, in bankruptcy or in any other instance, and the obligations and liabilities of each the Guarantor hereunder shall not be conditioned or contingent upon the pursuit by the Banks or any other Person at any time of any right or remedy against any Credit Party or against any other Person which may be or become liable or obligated in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Banks, and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement (including each holder from time to time of Guaranteed Obligations) until all of the Guaranteed Obligations and the obligations of each the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full in Cash cash or Cash Equivalentscash equivalents, notwithstanding that from time to time during the term of the Credit Agreement any Credit Party may be released from all of its Guaranteed Obligations thereunder.

Waivers; Successors and Assigns. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Banks upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between any the Guarantor and any other Credit Party, on the one hand, and the Banks, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or non-payment nonpayment to or upon any Credit Party or any the Guarantor with respect to the Guaranteed Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional Guarantee guarantee of payment without regard to the validity, regularity or enforceability of the Credit Agreement, the other Credit Documents, any of the Guaranteed Obligations or any guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Banks and without regard to any defense (other than the defense of payment), set set-off or counterclaim which may at any time be available to or be asserted by any Credit Party against the Banks, or by any other circumstance whatsoever (with or without notice to or knowledge of any the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations, or of any the Guarantor under this Guarantee, in bankruptcy or in any other instance, and the obligations and liabilities of each the Guarantor hereunder shall not be conditioned or contingent upon the pursuit by the Banks or any other Person at any time of any right or remedy against any Credit Party or against any other Person which may be or become liable or obligated in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Banks, and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement (including each holder from time to time of Guaranteed Obligations) until all of the Guaranteed Obligations and DRAFT: March 21, 1997 H:\WPCDOCS\1186\141471 the obligations of each the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full in Cash cash or Cash Equivalentscash equivalents, notwithstanding that from time to time during the term of the Credit Agreement any Credit Party may be released from all of its Guaranteed Obligations thereunder.

Waivers; Successors and Assigns. Each Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Banks Lenders upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between any Guarantor and any other Credit PartyGuarantor, on the one hand, and the BanksLenders, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment or performance and notice of default or non-payment or non-performance to or upon any Credit Party or any Guarantor with respect to the Guaranteed Obligations. This Guarantee The obligations of the Guarantors under Section 4.1 shall be construed as a continuing, absolute and unconditional Guarantee unconditional, joint and several guarantee of payment without regard to the validity, regularity or enforceability of the Credit this Agreement, the other Credit Documents, any of the Guaranteed Obligations or any guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Banks Lenders and without regard to any defense (other than the defense of paymentpayment or performance), set off or counterclaim which may at any time be available to or be asserted by any Credit Party against the BanksLenders, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations, or of any Guarantor under this Guarantee, in bankruptcy or in any other instance, and the obligations and liabilities of each Guarantor the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Banks Lenders or any other Person at any time of any right or remedy against any Credit Party or against any other Person which may be or become liable or obligated in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee The obligations of the Guarantors shall remain in full force and effect and be binding in accordance with and to upon the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the BanksLenders, and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement (including each holder from time to time of Guaranteed Obligations) until all of the Guaranteed Obligations and the obligations of each the Guarantor under this Guarantee shall have been satisfied by hereunder until the full and final performance and indefeasible payment paid in full in Cash or Cash EquivalentsEquivalents of the Guaranteed Obligation, notwithstanding that from time to time during the term of the Credit Agreement any Credit Party may be released from all of its Guaranteed Obligations thereunderhereunder.