Common use of Acknowledgments and Waivers Clause in Contracts

Acknowledgments and Waivers. Each Stockholder hereby (i) --------------------------- acknowledges that such Stockholder is familiar with (A) the provisions of the articles of organization of Company fixing the powers, preferences and rights appurtenant to such Stockholder's Subject Shares, (B) the provisions of the Convertible Stock Purchase Agreement, dated August 28, 1997 (the "Preferred Share Purchase Agreement"), among Company and the purchasers of Preferred Shares named therein, (C) the provisions of the Registration Rights Agreement, dated August 28, 1997 (the "Registration Rights Agreement"), among Company and the purchasers of Preferred Shares named therein and (D) the provisions of the Merger Agreement and this Agreement, (ii) consents to the provisions of the Merger Agreement and this Agreement, and (iii) agrees that if and to the extent that the provisions of the Merger Agreement or this Agreement conflict with or are inconsistent with any of the provisions of the instruments referred to in clauses (i)(A), (i)(B) or (i)(C) of this sentence, the provisions of the Merger Agreement and of this Agreement shall control and any and all such conflicts or inconsistencies (and any and all claims and causes of action that might otherwise exist with respect thereto) are hereby irrevocably waived. Without limiting the generality or effect of the foregoing, (i) each Stockholder hereby irrevocably waives any and all claims and causes of action that might otherwise exist with respect to the manner in which the aggregate consideration to holders of capital stock of Company provided for in the Merger Agreement has been allocated pursuant to the Merger Agreement between the holders of Common Shares and the holders of Preferred Shares, and (ii) each Stockholder hereby agrees that such Stockholder will not assert or seek to exercise, at any time prior to the termination of the Merger Agreement pursuant to Section 8.1 thereof, any rights that it might have under the Preferred Share Purchase Agreement, Section 5 of the Statement of Rights and Preferences of Series D Convertible Preferred Stock of Company or the Registration Rights Agreement.

Acknowledgments and Waivers. Each Stockholder hereby (i) --------------------------- acknowledges Borrower agrees that such Stockholder is familiar with (A) the provisions whole or any part of the articles of organization of Company fixing the powers, preferences Collateral and rights appurtenant to such Stockholder's Subject Shares, (B) the provisions any other security now or hereafter held for any of the Convertible Stock Purchase AgreementObligations secured hereby may be exchanged, dated August 28compromised or surrendered by the Lender from time to time; that any guarantor, 1997 (the "Preferred Share Purchase Agreement")now or hereafter, among Company and the purchasers of Preferred Shares named therein, (C) the provisions any of the Registration Rights AgreementObligations, dated August 28, 1997 (the "Registration Rights Agreement"), among Company and the purchasers any pledgors of Preferred Shares named therein and (D) the provisions collateral now or hereafter for any of the Merger Agreement and this Agreement, (ii) consents Obligations may be released in whole or in part from time to the provisions time; that any of the Merger Agreement and this AgreementObligations may be renewed or extended or accelerated, and (iii) agrees in whole or in part from time to time; that if and to the extent that the provisions of the Merger Agreement or this Agreement conflict with or are inconsistent with any of the provisions of the instruments referred to in clauses (i)(A), (i)(B) or (i)(C) of this sentence, the provisions any of the Merger Agreement Loan Documents or of any other instrument or agreement securing, guaranteeing or otherwise pertaining to the Obligations may be modified or waived on one or more occasions; and that Borrower and the Collateral pledged hereunder shall remain bound hereunder notwithstanding any such exchanges, compromises, surrenders, extensions, renewals, accelerations, indulgences or releases, all of which may be effective without notice to or further consent by Borrower and none of which shall affect the right of the Lender to pursue the remedies available to the Lender under this Agreement shall control and any and all such conflicts or inconsistencies (and any and all claims and causes otherwise. The ability of action that might otherwise exist with respect thereto) are hereby irrevocably waived. Without limiting the generality or effect of the foregoing, (i) each Stockholder hereby irrevocably waives any and all claims and causes of action that might otherwise exist Lender to pursue its remedies hereunder with respect to the manner in which Collateral shall be direct and immediate and not conditional or contingent upon the aggregate consideration to holders pursuit of capital stock any remedies against Borrower or any other person or entity or against any or all of Company provided for in the Merger Agreement has been allocated pursuant other security or liens available to the Merger Agreement between Lender for the holders payment of Common Shares and the holders Obligations secured hereby. Borrower hereby waives any claim to marshalling of Preferred Sharesassets, and (ii) each Stockholder hereby agrees any right to require that such Stockholder will not assert any action be brought against Borrower or seek to exercise, at any time other person or entity prior to the termination exercise by Lender of its remedies with respect to the Merger Agreement pursuant Collateral, and waives any right to Section 8.1 thereofrequire that resort be had to any security apart from the Collateral, or to any rights that it might have under balance of any deposit account or credit on the Preferred Share Purchase Agreement, Section 5 books of Lender in favor of Borrower or any other person or entity prior to action by Lender hereunder to realize upon the Statement of Rights and Preferences of Series D Convertible Preferred Stock of Company or the Registration Rights AgreementCollateral.

Acknowledgments and Waivers. Each Stockholder hereby (i) --------------------------- acknowledges that such Stockholder is familiar with (A) the provisions of the articles certificate of organization incorporation of Company fixing the powers, preferences and rights appurtenant to such Stockholder's Subject Shares, (B) the provisions of the Convertible certificate of incorporation and bylaws of Company and of any and all agreements, understandings or arrangements between such Stockholder and Company or any other Stockholder relating to the acquisition, disposition or voting of shares of Capital Stock Purchase Agreement(including without limitation any restrictions on transfer, dated August 28rights of first offer or first refusal, 1997 (the "Preferred Share Purchase Agreement"call options, put options, buy/sell arrangements or preemptive or similar rights, whether fixed or contingent), among Company and the purchasers of Preferred Shares named therein, (C) the provisions of the Registration Rights Agreement, dated August 28, 1997 (the "Registration Rights Agreement"), among Company and the purchasers of Preferred Shares named therein and (D) the provisions of the Merger Agreement and this Agreement, and (ii) consents to the provisions of the Merger Agreement and this Agreement, and (iii) agrees that if and to the extent that the provisions of the Merger Agreement or this Agreement conflict with or are inconsistent with any of the provisions of the instruments instruments, agreements, understandings or arrangements referred to in clauses (i)(A), (i)(B) or (i)(Ci)(B) of this sentence, the provisions of the Merger Agreement and of this Agreement shall control and any and all such conflicts or inconsistencies (and any and all claims and causes of action that might otherwise exist with respect thereto) are hereby irrevocably waived. Without limiting the generality or effect of the foregoing, (i) each Stockholder hereby irrevocably waives any and all claims and causes of action that might otherwise exist with respect to the manner in which the aggregate consideration to holders of capital stock of Company Capital Stock provided for in the Merger Agreement has been allocated pursuant to the Merger Agreement between among the holders various classes and series of Common Shares and the holders of Preferred SharesCapital Stock, and (ii) each Stockholder hereby agrees that that, following any purchase by Parent of all of such Stockholder's Subject Shares (pursuant to the Merger, the exercise of any Option or otherwise), such Stockholder will not assert or seek to exercise, at any time prior to the termination of the Merger Agreement pursuant to Section 8.1 thereof, exercise any rights that it might have under the Preferred Share Purchase AgreementFirst Amended and Restated Stockholders Agreement dated August 28, Section 5 1992 among Company and certain stockholders of the Statement of Rights Company, as subsequently amended and Preferences of Series D Convertible Preferred Stock of Company or the Registration Rights Agreementrestated.

Acknowledgments and Waivers. Each Stockholder hereby (i) --------------------------- acknowledges Borrower agrees that such Stockholder is familiar with (A) the provisions whole or any part of the articles of organization of Company fixing the powers, preferences Collateral and rights appurtenant to such Stockholder's Subject Shares, (B) the provisions any other security now or hereafter held for any of the Convertible Stock Purchase AgreementObligations secured hereby may be exchanged, dated August 28compromised or surrendered by the Secured Parties from time to time; that any guarantor, 1997 (the "Preferred Share Purchase Agreement")now or hereafter, among Company and the purchasers of Preferred Shares named therein, (C) the provisions any of the Registration Rights AgreementObligations, dated August 28, 1997 (the "Registration Rights Agreement"), among Company and the purchasers any pledgors of Preferred Shares named therein and (D) the provisions collateral now or hereafter for any of the Merger Agreement and this Agreement, (ii) consents Obligations may be released in whole or in part from time to the provisions time; that any of the Merger Agreement and this AgreementObligations may be renewed or extended or accelerated, and (iii) agrees in whole or in part from time to time; that if and to the extent that the provisions of the Merger Agreement or this Agreement conflict with or are inconsistent with any of the provisions of the instruments referred to in clauses (i)(A), (i)(B) or (i)(C) of this sentence, the provisions any of the Merger Agreement Loan Documents or of any other instrument or agreement securing, guaranteeing or otherwise pertaining to the Obligations may be modified or waived on one or more occasions; and that Borrower and the Collateral pledged hereunder shall remain bound hereunder notwithstanding any such exchanges, compromises, surrenders, extensions, renewals, accelerations, indulgences or releases, all of which may be effective without notice to or further consent by Borrower and none of which shall affect the right of the Secured Parties to pursue the remedies available to the Secured Parties under this Agreement shall control and any and all such conflicts or inconsistencies (and any and all claims and causes otherwise. The ability of action that might otherwise exist with respect thereto) are hereby irrevocably waived. Without limiting the generality or effect of the foregoing, (i) each Stockholder hereby irrevocably waives any and all claims and causes of action that might otherwise exist Secured Parties to pursue their remedies hereunder with respect to the manner in which Collateral shall be direct and immediate and not conditional or contingent upon the aggregate consideration to holders pursuit of capital stock any remedies against Borrower or any other person or entity or against any or all of Company provided for in the Merger Agreement has been allocated pursuant other security or liens available to the Merger Agreement between Secured Parties for the holders payment of Common Shares and the holders Obligations secured hereby. Borrower hereby waives any claim to marshalling of Preferred Sharesassets, and (ii) each Stockholder hereby agrees any right to require that such Stockholder will not assert any action be brought against Borrower or seek to exercise, at any time other person or entity prior to the termination exercise by Secured Parties of their remedies with respect to the Merger Agreement pursuant Collateral, and waives any right to Section 8.1 thereofrequire that resort be had to any security apart from the Collateral, or to any rights that it might have under balance of any deposit account or credit on the Preferred Share Purchase Agreement, Section 5 books of Secured Parties in favor of Borrower or any other person or entity prior to action by Secured Parties hereunder to realize upon the Statement of Rights and Preferences of Series D Convertible Preferred Stock of Company or the Registration Rights AgreementCollateral.