Common use of Acknowledgments and Waivers Clause in Contracts

Acknowledgments and Waivers. (a) Owner acknowledges and confirms that it is fully liable under the Note, as amended hereby, including, without limitation, that it is obligated to pay all amounts of principal and interest, late charges, and other sums which may now or hereafter become due and owing under the Note, as amended hereby, and all taxes, insurance premiums and other sums that may be due and payable under the provisions of the Deeds of Trust and other Loan Documents; Owner acknowledges and admits the indebtedness evidenced by the Note, as amended hereby, and unconditionally promises and agrees to pay the same with interest thereon within the time and in the manner required in the Note, as amended hereby, together with attorneys’ fees, costs of collection, and any other sums secured by the Deeds of Trust and other Security Documents; and Owner further acknowledges and agrees that upon any default or Event of Default under the Note or any of the other Loan Documents from and after the date of this Amendment, Lender, in addition to any other rights it may have under the Loan Documents, at law or in equity, shall have the right to declare the entire unpaid balance of principal and interest under the Note immediately due and payable. (b) Owner, on behalf of itself and on behalf of its officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Owner Parties”), and each of them, and anyone claiming through or under them, hereby releases, acquits and forever discharges Lender and its principals, officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Lender Parties”) and each of them, of and from any and all claims, causes of action in law or equity, suits, debts, liens, obligations, promises, demands, liabilities, damages, losses, costs and expenses of every nature, character and description whatsoever in existence as of the execution of this Amendment, known or unknown, fixed or contingent, which the Owner Parties, or any of them, may have or may hereafter acquire against the Lender Parties and each of them based on or arising out of the Note, the Loan Agreement, the other Loan Documents, this Amendment and the transactions contemplated by said documents, existing prior to the date of this Amendment. With respect to the foregoing release, Owner, on behalf of itself and on behalf of the Owner Parties and each of them hereby acknowledges and waives the provisions of California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Owner acknowledges that it has been advised or has had the opportunity to be advised by its attorneys concerning the foregoing, and in light thereof, expressly acknowledges the aforementioned waiver and release of any and all rights it may have under California Civil Code Section 1542 or any other State or Federal statute or legal principle of similar effect with respect to the foregoing. (c) In further consideration of the extension of the Maturity Date under the Note, the provisions of Section 3511 of the Commercial Code of California requiring presentment of said Note to Owner, demand of payment, protest, notice, notice of dishonor, and notice of nonpayment are hereby waived.

Acknowledgments and Waivers. Each Stockholder hereby (ai) Owner --------------------------- acknowledges and confirms that it such Stockholder is fully liable under the Note, as amended hereby, including, without limitation, that it is obligated to pay all amounts of principal and interest, late charges, and other sums which may now or hereafter become due and owing under the Note, as amended hereby, and all taxes, insurance premiums and other sums that may be due and payable under familiar with (A) the provisions of the Deeds articles of Trust organization of Company fixing the powers, preferences and other Loan Documents; Owner acknowledges 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 admits the indebtedness evidenced by purchasers of Preferred Shares named therein, (C) the Noteprovisions of the Registration Rights Agreement, as amended herebydated 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 unconditionally promises and agrees to pay the same with interest thereon within the time and in the manner required in the Note, as amended hereby, together with attorneys’ fees, costs of collection, and any other sums secured by the Deeds of Trust and other Security Documents; and Owner further acknowledges and (iii) agrees that upon any default if and to the extent that the provisions of the Merger Agreement or Event of Default under the Note this Agreement conflict with or are inconsistent with any of the other Loan Documents from and after provisions of the date instruments referred to in clauses (i)(A), (i)(B) or (i)(C) of this Amendment, Lender, in addition to any other rights it may have under the Loan Documents, at law or in equity, shall have the right to declare the entire unpaid balance of principal and interest under the Note immediately due and payable. (b) Owner, on behalf of itself and on behalf of its officers, directors, shareholders, agents, employees, successors and assigns (collectivelysentence, the “Owner Parties”), provisions of the Merger Agreement and each of them, this Agreement shall control and anyone claiming through or under them, hereby releases, acquits and forever discharges Lender and its principals, officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Lender Parties”) and each of them, of and from any and all claims, such conflicts or inconsistencies (and any and all claims and causes of action in law that might otherwise exist with respect thereto) are hereby irrevocably waived. Without limiting the generality or equity, suits, debts, liens, obligations, promises, demands, liabilities, damages, losses, costs and expenses effect of every nature, character and description whatsoever in existence as of the execution of this Amendment, known or unknown, fixed or contingent, which the Owner Parties, or any of them, may have or may hereafter acquire against the Lender Parties and each of them based on or arising out of the Note, the Loan Agreement, the other Loan Documents, this Amendment and the transactions contemplated by said documents, existing prior to the date of this Amendment. With respect to the foregoing release, Owner, on behalf of itself and on behalf of the Owner Parties and each of them hereby acknowledges and waives the provisions of California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Owner acknowledges that it has been advised or has had the opportunity to be advised by its attorneys concerning the foregoing, and in light thereof, expressly acknowledges the aforementioned waiver and release of (i) each Stockholder hereby irrevocably waives any and all rights it may have under California Civil Code Section 1542 or any other State or Federal statute or legal principle claims and causes of similar effect action that might otherwise exist with respect to the foregoing. 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 (cii) In further consideration each Stockholder hereby agrees that such Stockholder will not assert or seek to exercise, at any time prior to the termination of the extension Merger Agreement pursuant to Section 8.1 thereof, any rights that it might have under the Preferred Share Purchase Agreement, Section 5 of the Maturity Date under Statement of Rights and Preferences of Series D Convertible Preferred Stock of Company or the Note, the provisions of Section 3511 of the Commercial Code of California requiring presentment of said Note to Owner, demand of payment, protest, notice, notice of dishonor, and notice of nonpayment are hereby waivedRegistration Rights Agreement.

Acknowledgments and Waivers. (a) Owner acknowledges Borrower agrees that the whole or any part of the Collateral and confirms that it is fully liable under the Note, as amended hereby, including, without limitation, that it is obligated to pay all amounts of principal and interest, late charges, and any other sums which may security now or hereafter become due and owing under held for any of the NoteObligations secured hereby may be exchanged, as amended herebycompromised or surrendered by the Lender from time to time; that any guarantor, now or hereafter, of any of the Obligations, and all taxes, insurance premiums and other sums that any pledgors of collateral now or hereafter for any of the Obligations may be due and payable under released in whole or in part from time to time; that any of the Obligations may be renewed or extended or accelerated, in whole or in part from time to time; that any of the provisions of the Deeds of Trust and other Loan Documents; Owner acknowledges and admits the indebtedness evidenced by the Note, as amended hereby, and unconditionally promises and agrees to pay the same with interest thereon within the time and in the manner required in the Note, as amended hereby, together with attorneys’ fees, costs of collection, and any other sums secured by the Deeds of Trust and other Security Documents; and Owner further acknowledges and agrees that upon any default or Event of Default under the Note or any of the other Loan Documents from and after the date or of this Amendment, Lender, in addition to any other rights it instrument or agreement securing, guaranteeing or otherwise pertaining to the Obligations may have under be modified or waived on one or more occasions; and that Borrower and the Loan DocumentsCollateral pledged hereunder shall remain bound hereunder notwithstanding any such exchanges, at law compromises, surrenders, extensions, renewals, accelerations, indulgences or in equityreleases, all of which may be effective without notice to or further consent by Borrower and none of which shall have affect the right to declare the entire unpaid balance of principal and interest under the Note immediately due and payable. (b) Owner, on behalf of itself and on behalf of its officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Owner Parties”), and each of them, and anyone claiming through or under them, hereby releases, acquits and forever discharges Lender and its principals, officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Lender Parties”) and each of them, of and from any and all claims, causes of action in law or equity, suits, debts, liens, obligations, promises, demands, liabilities, damages, losses, costs and expenses of every nature, character and description whatsoever in existence as of the execution of this Amendment, known or unknown, fixed or contingent, which Lender to pursue the Owner Parties, or any of them, may have or may hereafter acquire against remedies available to the Lender Parties and each under this Agreement or otherwise. The ability of them based on or arising out of the Note, the Loan Agreement, the other Loan Documents, this Amendment and the transactions contemplated by said documents, existing prior Lender to the date of this Amendment. With respect to the foregoing release, Owner, on behalf of itself and on behalf of the Owner Parties and each of them hereby acknowledges and waives the provisions of California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Owner acknowledges that it has been advised or has had the opportunity to be advised by pursue its attorneys concerning the foregoing, and in light thereof, expressly acknowledges the aforementioned waiver and release of any and all rights it may have under California Civil Code Section 1542 or any other State or Federal statute or legal principle of similar effect remedies hereunder with respect to the foregoing. (c) In further consideration Collateral shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Borrower or any other person or entity or against any or all of the extension other security or liens available to the Lender for the payment of the Maturity Date under Obligations secured hereby. Borrower hereby waives any claim to marshalling of assets, any right to require that any action be brought against Borrower or any other person or entity prior to the Note, exercise by Lender of its remedies with respect to the provisions of Section 3511 of the Commercial Code of California requiring presentment of said Note to Owner, demand of payment, protest, notice, notice of dishonorCollateral, and notice waives any right to require that resort be had to any security apart from the Collateral, or to any balance of nonpayment are hereby waivedany deposit account or credit on the books of Lender in favor of Borrower or any other person or entity prior to action by Lender hereunder to realize upon the Collateral.

Acknowledgments and Waivers. (a) Owner acknowledges and confirms that it is fully liable under the Note, as amended hereby, including, without limitation, that it is obligated to pay all amounts of principal and interest, late charges, and other sums which may now or hereafter become due and owing under the Note, as amended hereby, and all taxes, insurance premiums and other sums that may be due and payable under the provisions of the Deeds of Trust and other Loan Documents; Owner acknowledges and admits the indebtedness evidenced by the Note, as amended hereby, and unconditionally promises and agrees to pay the same with interest thereon within the time and in the manner required in the Note, as amended hereby, together with attorneys’ fees, costs of collection, and any other sums secured by the Deeds of Trust and other Security DocumentsInstruments; and Owner further acknowledges and agrees that upon any default or Event of Default under the Note or any of the other Loan Documents from and after the date of this Amendment, Lender, in addition to any other rights it may have under the Loan Documents, at law or in equity, shall have the right to declare the entire unpaid balance of principal and interest under the Note immediately due and payable. (b) Owner, on behalf of itself and on behalf of its officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Owner Parties”), and each of them, and anyone claiming through or under them, hereby releases, acquits and forever discharges Lender and its principals, officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Lender Parties”) and each of them, of and from any and all claims, causes of action in law or equity, suits, debts, liens, obligations, promises, demands, liabilities, damages, losses, costs and expenses of every nature, character and description whatsoever in existence as of the execution of this Amendment, known or unknown, fixed or contingent, which the Owner Parties, or any of them, may have or may hereafter acquire against the Lender Parties and each of them based on or arising out of the Note, the Loan Agreement, the other Loan Documents, this Amendment and the transactions contemplated by said documents, existing prior to the date of this Amendment. With respect to the foregoing release, Owner, on behalf of itself and on behalf of the Owner Parties and each of them hereby acknowledges and waives the provisions of California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Owner acknowledges that it has been advised or has had the opportunity to be advised by its attorneys concerning the foregoing, and in light thereof, expressly acknowledges the aforementioned waiver and release of any and all rights it may have under California Civil Code Section 1542 or any other State or Federal statute or legal principle of similar effect with respect to the foregoing. (c) In further consideration of the extension of the Maturity Date under the Note, the provisions of Section 3511 of the Commercial Code of California requiring presentment of said Note to Owner, demand of payment, protest, notice, notice of dishonor, and notice of nonpayment are hereby waived.

Acknowledgments and Waivers. (a) Owner acknowledges Borrower agrees that the whole or any part of the Collateral and confirms that it is fully liable under the Note, as amended hereby, including, without limitation, that it is obligated to pay all amounts of principal and interest, late charges, and any other sums which may security now or hereafter become due and owing under held for any of the NoteObligations secured hereby may be exchanged, as amended herebycompromised or surrendered by the Secured Parties from time to time; that any guarantor, now or hereafter, of any of the Obligations, and all taxes, insurance premiums and other sums that any pledgors of collateral now or hereafter for any of the Obligations may be due and payable under released in whole or in part from time to time; that any of the Obligations may be renewed or extended or accelerated, in whole or in part from time to time; that any of the provisions of the Deeds of Trust and other Loan Documents; Owner acknowledges and admits the indebtedness evidenced by the Note, as amended hereby, and unconditionally promises and agrees to pay the same with interest thereon within the time and in the manner required in the Note, as amended hereby, together with attorneys’ fees, costs of collection, and any other sums secured by the Deeds of Trust and other Security Documents; and Owner further acknowledges and agrees that upon any default or Event of Default under the Note or any of the other Loan Documents from and after the date or of this Amendment, Lender, in addition to any other rights it instrument or agreement securing, guaranteeing or otherwise pertaining to the Obligations may have under be modified or waived on one or more occasions; and that Borrower and the Loan DocumentsCollateral pledged hereunder shall remain bound hereunder notwithstanding any such exchanges, at law compromises, surrenders, extensions, renewals, accelerations, indulgences or in equityreleases, all of which may be effective without notice to or further consent by Borrower and none of which shall have affect the right to declare the entire unpaid balance of principal and interest under the Note immediately due and payable. (b) Owner, on behalf of itself and on behalf of its officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Owner Parties”), and each of them, and anyone claiming through or under them, hereby releases, acquits and forever discharges Lender and its principals, officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Lender Parties”) and each of them, of and from any and all claims, causes of action in law or equity, suits, debts, liens, obligations, promises, demands, liabilities, damages, losses, costs and expenses of every nature, character and description whatsoever in existence as of the execution of this Amendment, known or unknown, fixed or contingent, which Secured Parties to pursue the Owner Parties, or any of them, may have or may hereafter acquire against the Lender Parties and each of them based on or arising out of the Note, the Loan Agreement, the other Loan Documents, this Amendment and the transactions contemplated by said documents, existing prior remedies available to the date Secured Parties under this Agreement or otherwise. The ability of this Amendment. With respect Secured Parties to the foregoing release, Owner, on behalf of itself and on behalf of the Owner Parties and each of them hereby acknowledges and waives the provisions of California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Owner acknowledges that it has been advised or has had the opportunity to be advised by its attorneys concerning the foregoing, and in light thereof, expressly acknowledges the aforementioned waiver and release of any and all rights it may have under California Civil Code Section 1542 or any other State or Federal statute or legal principle of similar effect pursue their remedies hereunder with respect to the foregoing. (c) In further consideration Collateral shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Borrower or any other person or entity or against any or all of the extension other security or liens available to the Secured Parties for the payment of the Maturity Date under Obligations secured hereby. Borrower hereby waives any claim to marshalling of assets, any right to require that any action be brought against Borrower or any other person or entity prior to the Note, exercise by Secured Parties of their remedies with respect to the provisions of Section 3511 of the Commercial Code of California requiring presentment of said Note to Owner, demand of payment, protest, notice, notice of dishonorCollateral, and notice waives any right to require that resort be had to any security apart from the Collateral, or to any balance of nonpayment are hereby waivedany deposit account or credit on the 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 Collateral.

Acknowledgments and Waivers. Each Stockholder hereby (ai) Owner --------------------------- acknowledges and confirms that it such Stockholder is fully liable under the Note, as amended hereby, including, without limitation, that it is obligated to pay all amounts of principal and interest, late charges, and other sums which may now or hereafter become due and owing under the Note, as amended hereby, and all taxes, insurance premiums and other sums that may be due and payable under familiar with (A) the provisions of the Deeds certificate of Trust incorporation of Company fixing the powers, preferences and other Loan Documents; Owner acknowledges and admits the indebtedness evidenced by the Noterights appurtenant to such Stockholder's Subject Shares, as amended hereby, and unconditionally promises and agrees to pay the same with interest thereon within the time and in the manner required in the Note, as amended hereby, together with attorneys’ fees, costs of collection, and any other sums secured by the Deeds of Trust and other Security Documents; and Owner further acknowledges and agrees that upon any default or Event of Default under the Note or any of the other Loan Documents from and after the date of this Amendment, Lender, in addition to any other rights it may have under the Loan Documents, at law or in equity, shall have the right to declare the entire unpaid balance of principal and interest under the Note immediately due and payable. (bB) Owner, on behalf of itself and on behalf of its officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Owner Parties”), and each of them, and anyone claiming through or under them, hereby releases, acquits and forever discharges Lender and its principals, officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Lender Parties”) and each of them, of and from any and all claims, causes of action in law or equity, suits, debts, liens, obligations, promises, demands, liabilities, damages, losses, costs and expenses of every nature, character and description whatsoever in existence as of the execution of this Amendment, known or unknown, fixed or contingent, which the Owner Parties, or any of them, may have or may hereafter acquire against the Lender Parties and each of them based on or arising out of the Note, the Loan Agreement, the other Loan Documents, this Amendment and the transactions contemplated by said documents, existing prior to the date of this Amendment. With respect to the foregoing release, Owner, on behalf of itself and on behalf of the Owner Parties and each of them hereby acknowledges and waives the provisions of California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time certificate of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Owner acknowledges that it has been advised or has had the opportunity to be advised by its attorneys concerning the foregoing, incorporation and in light thereof, expressly acknowledges the aforementioned waiver bylaws of Company and release of any and all rights it may have under California Civil Code Section 1542 agreements, understandings or arrangements between such Stockholder and Company or any other State Stockholder relating to the acquisition, disposition or Federal statute voting of shares of Capital Stock (including without limitation any restrictions on transfer, rights of first offer or legal principle first refusal, call options, put options, buy/sell arrangements or preemptive or similar rights, whether fixed or contingent), and (C) the provisions of similar the Merger Agreement and this Agreement, and (ii) consents to the provisions of the Merger Agreement and this Agreement, (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, agreements, understandings or arrangements referred to in clauses (i)(A) or (i)(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 foregoing. manner in which the aggregate consideration to holders of Capital Stock provided for in the Merger Agreement has been allocated pursuant to the Merger Agreement among the various classes and series of Capital Stock, and (cii) In further consideration each Stockholder hereby agrees that, following any purchase by Parent of all of such Stockholder's Subject Shares (pursuant to the extension Merger, the exercise of the Maturity Date any Option or otherwise), such Stockholder will not assert or seek to exercise any rights that it might have under the NoteFirst Amended and Restated Stockholders Agreement dated August 28, the provisions 1992 among Company and certain stockholders of Section 3511 of the Commercial Code of California requiring presentment of said Note to OwnerCompany, demand of payment, protest, notice, notice of dishonor, as subsequently amended and notice of nonpayment are hereby waivedrestated.

Acknowledgments and Waivers. (a) Owner Borrower acknowledges and confirms that it is fully liable under the Note, as amended hereby, including, without limitation, that it is obligated to pay all amounts of principal and interest, late charges, and other sums which may now or hereafter become due and owing under the Note, as amended hereby, and all taxes, insurance premiums and other sums that may be due and payable under the provisions of the Deeds of Trust and other Loan Security Documents; Owner Borrower acknowledges and admits the indebtedness evidenced by the Note, as amended hereby, and unconditionally promises and agrees to pay the same with interest thereon within the time and in the manner required in the Note, as amended hereby, together with attorneys’ fees, costs of collection, and any other sums secured by the Deeds of Trust and other Security Documents; and Owner Borrower further acknowledges and agrees that upon any default or Event of Default under the Note or any of the other Loan Security Documents from and after the date of this Amendment, Lender, in addition to any other rights it may have under the Loan Security Documents, at law or in equity, shall have the right to declare the entire unpaid balance of principal and interest under the Note immediately due and payable. (b) OwnerEach of Borrower and Guarantors, on behalf of itself and on behalf of its officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Owner Borrower Parties”), and each of them, and anyone claiming through or under them, hereby releases, acquits and forever discharges Lender and its principals, officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Lender Parties”) and each of them, of and from any and all claims, causes of action in law or equity, suits, debts, liens, obligations, promises, demands, liabilities, damages, losses, costs and expenses of every nature, character and description whatsoever in existence as of the execution of this Amendment, known or unknown, fixed or contingent, which the Owner Borrower Parties, or any of them, may have or may hereafter acquire against the Lender Parties and each of them based on or arising out of the Note, the Loan Agreement, the Guaranty, the Security Documents, this Amendment, the other Loan Documents, this Amendment and the transactions contemplated by said documents, existing prior to the date of this Amendment. With respect to the foregoing release, Owner, on behalf of itself and on behalf each of the Owner Borrower Parties and each of them hereby acknowledges and waives the provisions of California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Owner acknowledges Borrower Parties acknowledge that it each has been advised or has had the opportunity to be advised by its attorneys concerning the foregoing, and in light thereof, each expressly acknowledges the aforementioned waiver and release of any and all rights it each may have under California Civil Code Section 1542 or any other State or Federal statute or legal principle of similar effect with respect to the foregoing. (c) In further consideration of the extension of the Maturity Date under the Note, the provisions of Section 3511 of the Commercial Code of California requiring presentment of said Note to OwnerBorrower, demand of payment, protest, notice, notice of dishonor, and notice of nonpayment are hereby waived.