Obligations Joint and Several. Should more than one person or entity sign this Note as a Borrower, the obligations of each such Borrower shall be joint and several.
Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the Borrowers shall have joint and several liability in respect of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.
Obligations Joint and Several. All obligations of the Borrowers under this Note are joint and several. [Signature Page Follows]
Obligations Joint and Several. Each Seller hereby acknowledges and agrees that it shall be jointly and severally liable to the Purchaser for all representations, warranties, covenants, obligations and indemnities of the Sellers hereunder. [Signature Page Follows]
Obligations Joint and Several. Purchaser acknowledges that each entity constituting Purchaser shall be jointly and severally liable for any and all obligations of Purchaser hereunder or under any instrument executed by Purchaser pursuant hereto.
Obligations Joint and Several. Each agreement in any Loan Document by the Company or any other Borrower to make any payment, to take any action or otherwise to be bound by the terms thereof is a joint and several agreement of the Borrower (including the Company and any Additional Borrower), and each obligation the Company or any other Borrower under any Loan Document shall be a joint and several obligation of the Borrower (including the Company and any Additional Borrower).
Obligations Joint and Several. (a) Each Borrower agrees that it shall, jointly with each other Borrower and severally, be liable for all the Obligations. Each Borrower further agrees that the Obligations of any other Borrower may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of any Obligation of any other Borrower. Upon payment by a Borrower of any sums as provided above, all rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.
Obligations Joint and Several. Opco and the Company (on behalf of themselves and the other members of the Company Group) hereby agree that the obligations of the Company under this Section 3 shall be borne jointly and severally by each member of the Company Group.
Obligations Joint and Several. The obligations of the Companies under this Agreement are absolute and unconditional, joint and several, notwithstanding anything to the contrary contained herein.
Obligations Joint and Several. EXHIBITS EXHIBIT A CONTENTS OF EACH MORTGAGE FILE EXHIBIT B [RESERVED] EXHIBIT C FORM OF SELLER'S OFFICER'S CERTIFICATE EXHIBIT D [RESERVED] EXHIBIT E FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT F FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT G FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT EXHIBIT H UNDERWRITING GUIDELINES EXHIBIT I FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT This MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT (the "Agreement"), dated as of August 1, 2004, by and among Morgan Stanley Mortgage Capital Inc., a New York corporation, having ax xxxxcx xx 0021 Avenue of the Americas, 27th Floor, New York, New York 10020 (the "Purchaser"), WILMINGTON FINXXXX XXX., x Xxxxxxxx xxxxxxxxxxx, xaving an office at 401 Plymouth Road, Suite 400, Plymouth Meeting, Pennsylvania 19462 and XXXXXXXXXX XXXXXXX, x xxxxxxxx xx XXX Xxxxxxx Xxxxxxx Xxxx, x xxxerally chartered savings bank, having an office at having an office at 401 Plymouth Road, Suite 400, Plymouth Meeting, Pennsylvania 19462 (eaxx x "Xxxxxx" xxx, xxxxxxxx, xxx "Xxxxers").
