Waiver of defences Sample Clauses

Waiver of defences. The obligations of each Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 17 (without limitation and whether or not known to it or any Finance Party) including: (a) any time, waiver or consent granted to, or composition with, any Obligor or other person; (b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person; (e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or (g) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Agreement will not be affected by an act, omission, matter or thing which, but for this Clause ‎28.4 (Waiver of defences), would reduce, release or prejudice the subordination and priorities expressed to be created by this Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or Consent granted to, or composition with, any Debtor, any Security Grantor or other person; (b) the release of any Debtor, any Security Grantor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group or any Security Grantor; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Debtor, any Security Grantor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Debtor, Security Grantor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the Liabilities owing to the Primary Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The obligations of each Guarantor under this Clause will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (whether or not known to it or any Finance Party). This includes: (a) any time or waiver granted to, or composition with, any person; (b) any release of any person under the terms of any composition or arrangement; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person; (d) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (e) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person; (f) any amendment (however fundamental) of a Finance Document or any other document or security; or (g) any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Finance Document or any other document or security.

Waiver of defences. The provisions of this Deed will not be affected by an act, omission, matter or thing which, but for this Clause 8.6, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the Debtor or other person; (b) the release of the Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The liabilities and obligations of a Guarantor shall not be impaired by: (a) this Agreement being or later becoming void, unenforceable or illegal as regards the other Guarantor; (b) any Lender or the Security Agent entering into any rescheduling, refinancing or other arrangement of any kind with the other Guarantor; (c) any Lender or the Security Agent releasing the other Guarantor or any Security created by a Finance Document; or (d) any time, waiver or consent granted to, or composition with the other Guarantor or other person; (e) the release of the other Guarantor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group; (f) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the other Guarantor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (g) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the other Guarantor or any other person; (h) any amendment, novation, supplement, extension, restatement (however fundamental, and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security; (i) any unenforceability, illegality or invalidity of any obligation or any person under any Finance Document or any other document or security; or (j) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the obligations of each Company under this Debenture will not be affected by an act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Debenture (without limitation and whether or not known to it or any Secured Party) including: (a) any time, waiver or consent granted to, or composition with, any Credit Party or other person; (b) the release of any other Credit Party or any other person under the terms of any composition or arrangement with any creditor of the Borrower or its Subsidiaries; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party or any other person; (e) any amendment (however fundamental) or replacement of a Credit Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture); (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Document or any other document or security or of the Secured Obligations; or (g) any insolvency or similar proceedings.

Waiver of defences. Neither the obligations of the Borrower under this Assignment nor the Security and the rights, powers and remedies conferred on the Collateral Agent by this Assignment or by law, shall be discharged, impaired or otherwise affected by: (a) the winding-up, dissolution, administration or reorganisation of the Borrower or any other person or any change in the status, function, control or ownership of the Borrower or any such person; (b) any of the Secured Obligations or any other security held by the Collateral Agent in respect thereof being or becoming illegal, invalid, unenforceable or ineffective in any respect; (c) any time or other indulgence being granted or agreed to with the Borrower or any other person in respect of the Secured Obligations or any of them or in respect of any other security held by the Collateral Agent in respect thereof; (d) any amendment to, or any variation, waiver or release of, the Secured Obligations or any of them or any other security, guarantee or indemnity held by the Collateral Agent in respect thereof; (e) any total or partial failure to take or perfect any security proposed to be taken in respect of the Secured Obligations or any of them; (f) any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any other security, guarantee or indemnity held by the Collateral Agent in respect of the Secured Obligations or any of them; or (g) any other act, event or omission which might operate to discharge, impair or otherwise affect the obligations of the Borrower under this Assignment, the Security or any of the rights, powers and remedies conferred on the Collateral Agent by this Assignment or by law.

Waiver of defences. The obligations of the Guarantor under this Clause 18 (Guarantee) will not be affected by any act, omission, matter or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 18 (Guarantee) or prejudice or diminish those obligations in whole or in part, including (whether or not known to it or any Finance Party): (a) any time, indulgence or waiver granted to, or composition with, any Obligor or other person; (b) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non- presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (c) any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any Obligor or any other person; (d) any variation (however fundamental and whether or not involving an increase in liability of any Obligor) or replacement of a Finance Document or any other document or security so that references to that Finance Document in this Clause 18 (Guarantee) shall include each variation or replacement; (e) any unenforceability, illegality, invalidity or frustration of any obligation of any person under any Finance Document or any other document or security, or any failure of any Obligor to become bound by the terms of any Finance Document; and (f) any postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any insolvency, liquidation or dissolution proceedings or from any law, regulation or order, so that each such obligation shall, for the purposes of the Guarantor's obligations under this Clause 18 (Guarantee), remain in full force and be construed as if there were no such act, circumstance variation, omission, matter or thing.

Waiver of defences. The subordination and priority provisions in this Deed will not be affected by any act, omission or circumstance which (but for this provision) may operate to release or otherwise exonerate the Senior Finance Parties, the Equity Finance Providers, the Intra-Group Creditors and/or the Obligors from their obligations hereunder or otherwise affect such subordination and priority provisions including, without limitation: (a) any time or indulgence granted to or composition with any Obligor or any other person; or (b) the taking, variation, compromise, renewal or release of or refusal to enforce any rights, remedies or securities against or granted by any Obligor or other member of the Group or any other person; or (c) the actual date and time of creation, execution, delivery, recording, filing, attachment or perfection of any Security; or (d) any non-perfection of any Security purportedly securing any such obligations (including, without limitation, whether any such Security is now perfected, hereafter ceases to be perfected, is avoidable by any bankruptcy trustee or is otherwise is set aside or, invalidated or lapses); or (e) the initiation of any bankruptcy, moratorium, reorganisation or other insolvency proceeding with respect to any Obligor; or (f) any legal limitation, disability, incapacity or other circumstance relating to any Obligor or any other person or any amendment to or variation of the terms of this Deed or any other document or security (including, without limitation, any Finance Document); or (g) any fluctuation in or partial repayment or prepayment of the Senior Indebtedness or the Junior Debt; or (h) subject as expressly provided herein, any variation or replacement of any Finance Document, including, without limitation, for the purpose of increasing amounts outstanding thereunder; or (i) any lack of validity or enforceability of any Finance Document or any other agreement or instrument relating thereto; or (j) any other circumstance that might otherwise constitute a defence available to, or a discharge of, any Obligor, a subordinated creditor or a secured subordinated creditor.

Waiver of defences. The obligations of each Guarantor under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance Party) including: (a) any time, waiver or consent granted to, or composition with, any Obligor or other person; (b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;