Guarantor Waivers. The Guarantor hereby waives (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with the Contract and this Guaranty; (ii) any requirement that PG&E exhaust any right to take any action against the Seller or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Guaranty; (iii) to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability under or the enforcement of this Guaranty; (iv) any right to require PG&E to (A) proceed against or exhaust any insurance or security held from the Seller or any other party, or (B) pursue any other remedy available to PG&E; (v) any defense based on or arising out of any defense of the Seller other than payment in full of the amount(s) owed, including without limitation any defense based on or arising out of the disability of the Seller, the unenforceability of the indebtedness from any cause, or the cessation from any cause of the liability of the Seller, other than payment in full of the amount(s) owed. The Guarantor agrees that PG&E may, at its election, foreclose on any security held by PG&E, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to PG&E without affecting or impairing in any way the liability of the Guarantor under this Guaranty, except to the extent the amount(s) owed to PG&E by the Seller have been paid. The Guarantor further agrees that until all amounts owed by the Seller to PG&E are paid in full, even though such amounts may in total exceed the Guarantor’s liability hereunder, the Guarantor shall have no right of subrogation, waives any right to enforce any remedy that PG&E has or may have against the Seller, and waives any benefit of and any right to participation in any security from the Seller now or later held by the Guarantor. The Guarantor assumes all responsibility for keeping itself informed of the Seller’s financial condition and all other factors affecting the risks and liability assumed by the Guarantor hereunder, and PG&E shall have no duty to advise the Guarantor of information known to it regarding such risks.
Guarantor Waivers. In addition to any other waivers contained herein, Guarantor waives and agrees as follows:
Guarantor Waivers. If and to the extent that Trustor (for the purposes of this Section 12.23, "Guarantor") would be deemed or construed to be a guarantor or surety under applicable law with respect to its obligations hereunder, Guarantor hereby agrees as follows:
Guarantor Waivers. Guarantor hereby waives:
Guarantor Waivers. Guarantor waives any right to require Xxxxx to: (a) proceed against or exhaust any security, if any, held by Xxxxx or any other person; (b) give notice of the terms, time and place of any public or private sale of personal property security held from Big West or any other person, or otherwise comply with the provisions of Section 9611 of the California Uniform Commercial Code; (c) pursue any other remedy in Xxxxx’x power; or (d) make any presentments or demands for performance, or give any notices of nonperformance, protests, notices of protest or notices of dishonor. Guarantor waives any defense based upon: (a) any disability of Big West or any other person; (b) the cessation or limitation from any cause whatsoever, other than payment in full, of the Indebtedness of Big West or any other person; (c) any lack of authority of any officer, director, partner, agent or any other person acting or purporting to act on behalf of Big West which is a corporation, partnership, limited liability company or other type of entity, or any defect in the formation of such Big West; (d) any act or omission by Xxxxx which directly or indirectly results in or aids the discharge of Big West or any Indebtedness by operation of law or otherwise; or (e) any modification of the terms of the Indebtedness. Without limiting the generality of the foregoing, Guarantor expressly waives any and all benefits and defenses under Civil Code Section 2822, which provides that in instances where Xxxxx accepts a partial payment of the indebtedness from Big West, Big West may designate the portion of the indebtedness that is to be satisfied by such partial payment. Unless relinquished by agreement, guarantor normally has the right to proceed against borrower for the reimbursement of funds that guarantor pays to the beneficiary of the guarantee for the benefit of the borrower (called “subrogation”). Guarantor has certain protection, under the California Code of Civil Procedure, against personal liability for the repayment of the Indebtedness after Xxxxx forecloses on any real property that may be security for the Contract. Xxxxx may foreclose either by (i) court proceeding (a “judicial foreclosure”) or (ii) the power of sale provision in the deed of trust (a “non-judicial foreclosure”). Should Xxxxx choose to foreclose on any real property through a non-judicial sale and should the proceeds of such foreclosure sale(s) not satisfy the Indebtedness in full, Code of Civil Procedure Section 580d and c...
Guarantor Waivers. If XXXX considers any Event of Default to have taken place under the Agreement, then XXXX may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral, Additional Collateral, or Cross-Collateral XXXX may hold pursuant to this Guarantee or any other agreement or guarantee. XXXX does not have to notify any Guarantor of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) any Merchant’s failure to pay timely any amount owed under the Agreement; (ii) any adverse change in any Merchant’s financial condition or business;
Guarantor Waivers. Each Guarantor hereby expressly waives diligence, presentment, demand, protest, and all notices whatsoever with regard to any of the Obligations and any requirement that Licensor exhaust any right, power or remedy or proceed against Licensee or any other Guarantor of or any security for any of the Obligations. Each and every default in payment or performance by Licensee of any of the Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder against any Guarantor as each cause of action arises. Notwithstanding the foregoing, Licensor hereby acknowledges and agrees that the Guarantors do not waive any defense that an Obligation has already been paid, already been performed, is not due or yet due, or is subject to offset under the terms of this Agreement. For the avoidance of doubt, nothing herein shall obligate any Guarantor to make any payment which is illegal for such Guarantor to have made under any Applicable Law now or hereafter in effect in any jurisdiction applicable to such Guarantor.
Guarantor Waivers. The Guarantor hereby unconditionally and irrevocably waives:
Guarantor Waivers. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right or claim of right to cause a marshalling of any of Sellers’ assets or the assets of any other party now or hereafter held as security for the Seller Obligations; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of Guarantor, any other guarantor of the Seller Obligations, or any Seller or any other person or entity, or the voluntary or involuntary dissolution of any Seller or Guarantor, or the failure of Purchaser to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of any Seller or any other person or entity; (c) any action or non-action on the part of any other person whomsoever; (d) any defense based upon an election of remedies by Purchaser which destroys or otherwise impairs any subrogation rights of Guarantor or any other guarantor of the Seller Obligations or the right of Guarantor to proceed against Seller or any other guarantor for reimbursement, or both; (e) any defense based upon failure of Purchaser to commence an action against any Seller; (f) any defense based upon acceptance of this Guaranty by Purchaser; (g) any defense based upon the invalidity or unenforceability of the Purchase Agreement or any of the Seller Obligations; (h) any defense based upon the failure of Purchaser to perfect any security or to extend or renew the perfection of any security; and (i) any other legal or equitable defenses whatsoever to which Guarantor might otherwise be entitled, other than to the extent related to the underlying merits of whether or not a Seller Obligation exists.
