Common use of Entire Agreement; Waiver of Jury Trial, etc Clause in Contracts

Entire Agreement; Waiver of Jury Trial, etc. (a) This Agreement, the Revolving Credit Note and the other Loan Documents constitute the entire contract between the parties hereto relative to the subject matter hereof. Any previous agreement among the parties hereto with respect to the subject matter hereof is superseded by this Agreement, the Revolving Credit Notes and the other Loan Documents. Except as expressly provided herein or in the Revolving Credit Note or the Loan Documents (other than this Agreement), nothing in this Agreement, the Revolving Credit Note or in the other Loan Documents, expressed or implied, is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement, the Revolving Credit Note or the other Loan Documents. (1) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (2) Except as prohibited by law, each party hereto hereby waives any right it may have to claim or recover special, indirect, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual or direct damages.

Entire Agreement; Waiver of Jury Trial, etc. (a) This Agreement, ------------------------------------------- the Revolving Credit Note Notes and the other Loan Documents constitute the entire contract between the parties hereto relative to the subject matter hereofhereof and thereof. Any previous agreement among the parties hereto with respect to the subject matter hereof transactions contemplated hereby and thereby is superseded by this Agreement, the Revolving Credit Notes and the other Loan Documents. Except as expressly provided herein or in this Agreement, the Revolving Credit Note Notes or the other Loan Documents (other than this Agreement)Documents, nothing in this Agreement, the Revolving Credit Note Notes or in the other Loan Documents, expressed or implied, Documents is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement, the Revolving Credit Note Notes or the other Loan Documents. (1b) EACH PARTY HERETO THE BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY AND EVERY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION ON OR RELATED TO ANY OF THE LOAN DOCUMENTS OR THE ENFORCEMENT OF ANY OR ALL OF THE SAME. THE BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO INTERPOSE A COUNTERCLAIM IN ANY ACTION OR PROCEEDING DIRECTLY ON OR INDIRECTLY ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONEXCEPT FOR MANDATORY COUNTERCLAIMS. (2c) Except as prohibited by law, each party hereto hereby waives any right it may have to claim or recover in any litigation referred to in paragraph (b) of this Section 10.10 any special, indirect, exemplary, exemplary or punitive or consequential damages or any damages other than, or in addition to, actual or direct damages. (d) Each party hereto (i) certifies that no representative, agent or attorney of any Lender has represented, expressly or otherwise, that such Lender would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that it has been induced to enter into this Agreement, the Notes or the other Loan Documents, as applicable, by, among other things, the mutual waivers and certifications herein.

Entire Agreement; Waiver of Jury Trial, etc. (a1) This Agreement, the Revolving Credit Note Notes and the other Loan Documents constitute the entire contract between the parties hereto relative to the subject matter hereof. Any previous agreement among the parties hereto with respect to the subject matter hereof Transactions is superseded by this Agreement, the Revolving Credit Notes and the other Loan Documents. Except as expressly provided herein or in the Revolving Credit Note Notes or the Loan Documents (other than this Agreement), nothing in this Agreement, the Revolving Credit Note Notes or in the other Loan Documents, expressed or implied, is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement, the Revolving Credit Note Notes or the other Loan Documents. (1) EACH PARTY HERETO HEREBY WAIVESExcept as prohibited by law, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWeach party hereto hereby waives any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACTunder or in connection with this Agreement, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVEthe Notes, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONany of the other Loan Documents or the Transactions. (2) Except as prohibited by law, each party hereto hereby waives any right it may have to claim or recover in any litigation referred to in paragraph (b) of this Section 11.10 any special, indirect, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual or direct damages. (3) Each party hereto (i) certifies that no representative, agent or attorney of any Lender has represented, expressly or otherwise, that such Lender would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that it has been induced to enter into this Agreement, the Notes or the other Loan Documents, as applicable, by, among other things, the mutual waivers and certifications herein.

Entire Agreement; Waiver of Jury Trial, etc. (a) This Agreement, the Revolving Credit Note Notes and the other Loan Documents constitute the entire contract between the parties hereto relative to the subject matter hereof. Any previous agreement among the parties hereto with respect to the subject matter hereof Transactions is superseded by this Agreement, the Revolving Credit Notes and the other Loan Documents. Except as expressly provided herein or in the Revolving Credit Note or the Loan Documents (other than this Agreement), nothing Nothing in this Agreement, the Revolving Credit Note Notes or in the other Loan Documents, expressed or implied, is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement, the Revolving Credit Note Notes or the other Loan Documents. (1b) EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE NOTES, ANY OF OR RELATING TO THIS AGREEMENT THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONTRANSACTIONS. (2c) Except as prohibited by law, each party hereto hereby waives any right it may have to claim or recover in any litigation referred to in paragraph (b) of this Section 9.10 any special, indirect, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual or direct damages. (d) Each party hereto (i) certifies that no representative, agent or attorney of Lender has represented, expressly or otherwise, that Lender would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that it has been induced to enter into this Agreement, the Notes or the other Loan Documents, as applicable, by, among other things, the mutual waivers and certifications herein.

Entire Agreement; Waiver of Jury Trial, etc. (a) This Agreement, the Revolving Credit Note and the other Loan Documents constitute the entire contract between the parties hereto relative to the subject matter hereofhereof and thereof. Any previous agreement among the parties hereto or certain of the parties hereto with respect to the subject matter hereof transactions contemplated hereby and thereby (except for any Lockbox Agreement or other Loan Document previously executed by the Borrowers or certain of them with or in favor of the Lender, all of which shall continue in full force and effect) is superseded by this Agreement, the Revolving Credit Notes Note and the other Loan Documents. Except as expressly provided herein or in this Agreement, the Revolving Credit Note or the other Loan Documents (other than this Agreement)Documents, nothing in this Agreement, the Revolving Credit Note or in the other Loan Documents, expressed or implied, Documents is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement, the Revolving Credit Note or the other Loan Documents. For the avoidance of doubt, the line of credit letter relating to the $1,000,000 line of credit previously provided by the Lender to Pitt Penn, together with any note executed by Pitt Penn in connection therewith, and any guarantees of the obligations in respect of such line of credit, together with any security agreements securing obligations in connection with such line, are hereby amended, restated and superseded in their entirety by this Agreement and the other Loan Documents. (1b) EACH PARTY HERETO OF THE BORROWERS AND THE LENDER MUTUALLY HEREBY WAIVESKNOWINGLY, TO VOLUNTARILY AND INTENTIONALLY WIAVE THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY CLAIM BASED HEREON, ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY ANY OTHER LOAN DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER BASED ON CONTRACT, TORT VERBAL OR ANY OTHER THEORY). EACH PARTY HERETO (AWRITTEN) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY ACTIONS OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE EVENT OF LITIGATION, SEEK LENDER TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO ACCEPT THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONMAKE ANY REVOLVING CREDIT LOAN. (2c) Except as prohibited by law, each party hereto hereby waives any right it may have to claim or recover in any litigation referred to in paragraph (b) of this Section 10.10 any special, indirect, exemplary, exemplary or punitive or consequential damages or any damages other than, or in addition to, actual or direct damages. (d) Each party hereto (i) certifies that no representative, agent or attorney of the Lender has represented, expressly or otherwise, that the Lender would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that it has been induced to enter into this Agreement, the Revolving Credit Note or the other Loan Documents, as applicable, by, among other things, the mutual waivers and certifications herein.

Entire Agreement; Waiver of Jury Trial, etc. (a) This Agreement, ------------------------------------------- the Revolving Credit Note Notes and the other Loan Documents constitute the entire contract between the parties hereto relative to the subject matter hereof. Any previous agreement among the parties hereto with respect to the subject matter hereof transactions contemplated hereby is superseded by this Agreement, the Revolving Credit Notes and the other Loan Documents. Except as expressly provided herein or in this Agreement, the Revolving Credit Note Notes or the other Loan Documents (other than this Agreement)Documents, nothing in this Agreement, the Revolving Credit Note Notes or in the other Loan Documents, expressed or implied, Documents is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement, the Revolving Credit Note Notes or the other Loan Documents. (1b) EACH PARTY HERETO THE BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY AND EVERY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION ON OR RELATED TO ANY OF THE LOAN DOCUMENTS OR THE ENFORCEMENT OF ANY OR ALL OF THE SAME. THE BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO INTERPOSE A COUNTERCLAIM IN ANY ACTION OR PROCEEDING DIRECTLY ON OR INDIRECTLY ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONEXCEPT FOR MANDATORY COUNTERCLAIMS. (2c) Except as prohibited by law, each Each party hereto hereby waives (i) certifies that no representative, agent or attorney of any right Bank has represented, expressly or otherwise, that such Bank would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that it may have has been induced to claim enter into this Agreement, the Notes or recover specialthe other Loan Documents, indirectas applicable, exemplaryby, punitive or consequential damages or any damages among other thanthings, or in addition to, actual or direct damagesthe mutual waivers and certifications herein.

Entire Agreement; Waiver of Jury Trial, etc. (a) This Agreement, the Revolving Credit Note Notes and the other Loan Documents constitute the entire contract between the parties hereto relative to the subject matter hereof. Any previous agreement among the parties hereto with respect to the subject matter hereof Transactions is superseded by this Agreement, the Revolving Credit Notes and the other Loan Documents. Except as expressly provided herein or in the Revolving Credit Note Notes or the Loan Documents (other than this Agreement), nothing in this Agreement, the Revolving Credit Note Notes or in the other Loan Documents, expressed or implied, is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement, the Revolving Credit Note Notes or the other Loan Documents. (1b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (2c) Except as prohibited by law, each party hereto hereby waives any right it may have to claim or recover in any litigation referred to in paragraph (b) of this Section 11.10 any special, indirect, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual or direct damages. (d) Each party hereto (i) certifies that no representative, agent or attorney of any Lender has represented, expressly or otherwise, that such Lender would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that it has been induced to enter into this Agreement, the Notes or the other Loan Documents, as applicable, by, among other things, the mutual waivers and certifications herein.

Entire Agreement; Waiver of Jury Trial, etc. (a) This AgreementAgreement (and any separate agreements with respect to fees payable to the Lender), the Revolving Credit Bridge Note and the other Loan Documents constitute the entire contract between the parties hereto relative to the subject matter hereof. Any previous agreement among the parties hereto with respect to the subject matter hereof Transactions is superseded by this AgreementAgreement (and any separate agreements with respect to fees payable to the Lender), the Revolving Credit Notes Bridge Note and the other Loan Documents. Except as expressly provided herein or in the Revolving Credit Bridge Note or the Loan Documents (other than this Agreement), nothing in this Agreement, the Revolving Credit Bridge Note or in the other Loan Documents, expressed or implied, is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement, the Revolving Credit Bridge Note or the other Loan Documents. (1b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (2c) Except as prohibited by law, each party hereto hereby waives any right it may have to claim or recover in any litigation referred to in paragraph (b) of this Section 10.09 any special, indirect, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual or direct damages. (d) Each party hereto (i) certifies that no representative, agent or attorney of the Lender has represented, expressly or otherwise, that the Lender would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that it has been induced to enter into this Agreement, the Bridge Note or the other Loan Documents, as applicable, by, among other things, the mutual waivers and certifications herein.