COUNTERCLAIM THEREIN. Each of the parties to this Agreement hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Operative Agreement brought in the courts referred to in subsection (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
COUNTERCLAIM THEREIN. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
COUNTERCLAIM THEREIN. The parties acknowledge and agree that the Buyer, the Transitory Sub and the Stockholder would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which the Buyer, the Transitory Sub or the Stockholder may be entitled, at law or in equity, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.
COUNTERCLAIM THEREIN. Each of the parties to this Agreement hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Operative Agreement brought in the courts referred to in subsection (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Subject to the other applicable provisions of the Operative Agreements, the parties shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security under applicable law by judicial foreclosure; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceedings; and (iv) when applicable, a judgment by confession of judgment. Any claim or controversy with regard to any party's entitlement to such remedies is a Dispute. Each party to this Agreement agrees that it shall not have a remedy of punitive or exemplary damages against any other party in any Dispute and hereby waives any right or claim to punitive or exemplary damages it has now or which may arise in the future in connection with any Dispute.
COUNTERCLAIM THEREIN. Miscellaneous: This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lender and all future holders of the Term Note and their respective estates, administrators and executors and successors and assigns, except that the Borrower may not assign or transfer any of his rights or obligations under this Agreement without the prior written consent of the Lender. This Agreement may be executed by one or more parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. [Insert Name of Borrower] If this Agreement is satisfactory to the Borrower, the Borrower should so indicate by executing and delivering to the Lender a copy hereof, whereupon it shall become a binding agreement between the Borrower and the Lender. Very truly yours, JPMORGAN CHASE BANK By: Name: Title: Address for Notices: JPMorgan Chase Bank 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxxxx Telecopy: (000) 000-0000 ACCEPTED AND AGREED as of this day of , by the Borrower: Name Address for Notices: On the day of , 2002, before me personally appeared to me known and known by me to be the person described in and who executed the foregoing instrument, and he acknowledged to me that he executed the same. Notary Public EXHIBIT A TO LETTER AGREEMENT [Amount of Term Loan] New York, New York FOR VALUE RECEIVED, the undersigned, [Insert Name of Borrower] (the "Borrower"), hereby unconditionally promises to pay to the order of JPMORGAN CHASE BANK (the "Lender") at the office of JPMorgan Chase Bank, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, in lawful money of the United States of America and in immediately available funds, the principal amount of [AMOUNT OF TERM LOAN] ($[AMOUNT OF TERM LOAN]). The principal amount of the Term Loan shall be paid in the amount and on the date specified in the Letter Agreement (as defined below). The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding until paid in full (both before and after judgment) at the rate and on the dates specified in the Letter Agreement. This Term Note is (a) the "Term Note" referred to in the Letter Agreement, dated as of October 25, 2002 (as amended, waived, supplemented or otherwise modified from time to time, the "Letter Agreement"), between the Borrower and the Lender and is entitled to the benefits...
COUNTERCLAIM THEREIN. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Junior Priority Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
COUNTERCLAIM THEREIN. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. Execution in Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and both of which when taken together shall constitute one and the same agreement.
COUNTERCLAIM THEREIN. Lessee hereby acknowledges and agrees that the rights and powers of Lessor under this Lease have been assigned to the Agent pursuant to the terms of the Security Agreement and the other Related Documents. Lessor and Lessee hereby acknowledge and agree that (a) the Agent shall, in its discretion, direct and/or act on behalf of Lessor pursuant to the provisions of Sections 8.2(h) and 8.6 of the Participation Agreement, (b) all notices to be given to Lessor shall be given to the Agent and (c) all notices to be given by Lessor may be given by the Agent, at its election.
COUNTERCLAIM THEREIN. Each of the Credit Parties hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Operative Agreement brought in the courts referred to in subsection (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
COUNTERCLAIM THEREIN. This Guarantee embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.
