Common use of IN THE EVENT Clause in Contracts

IN THE EVENT. OF ANY DISPUTE or litigation between the Payee and the Maker or Guarantor or any other person or party with respect to this Note, the Merger Agreement or the Security Documents or with respect to any other matter, thing, event or occurrence, whether past, present or arising in the future, the Maker waives all rights of set off, offset and the right to interpose $595,000.00 HOUSTON, TEXAS JANUARY 26, 1996 any legal claims or counterclaims, the effect of which would be to delay, reduce, deny, limit or offset its obligations under this Note. IN THE EVENT OF ANY CONFLICT between the terms and provisions of this Note, the Security Documents or the Merger Agreement or any other agreement relating hereto or thereto, the terms and provisions of this Note shall control. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY HEREIN, Maker and any endorsers or guarantors of this Note severally waive notice, grace, presentment and demand for payment, notice of dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity, protest and notice of protest and non-payment, bringing of suit, and diligence in taking any action to collect any sums owing under this Note, and indulgences of every kind. Maker and any endorsers or guarantors of this Note Agree that, from time to time, both before and after the maturity date of this Note and without notice, Payee may renew the indebtedness evidenced by this Note, extend the time for any payments on the Note, consent to the substitution of security, accept additional security, or release any existing security for this Note and accept partial payments of this Note without in any manner effecting the liability of Maker or any endorser or guarantor under or with respect to this Note, even though Maker or such endorser or guarantor is not a party to any agreement regarding such actions. NEITHER THE Payee's acceptance of partial or delinquent performance or payments nor any forebearance, failure or delay by Payee or any holder hereof in exercising any right, power or remedy shall be deemed a waiver of any obligation of the Maker or any endorser, guarantor or other party liable for payment of this Note or of any right, power or remedy of the Payee or any holder hereof or preclude any other or further exercise thereof, and no single or partial exercise of any right, power or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy. THE PROVISIONS OF THIS NOTE may not be changed, modified or terminated orally, but only by an agreement in writing, signed by the Maker and Payee or any holder hereof. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions shall in no way be effected thereby. Any waiver or forbearance must be in writing to be effective against the Payee or any holder hereof and shall only be applicable in the specific instance for which it is given. THIS NOTE has been executed and delivered in and shall be construed in accordance with and governed by the laws of the State of Texas and of the United States of America. PASTA ACQUISITION CO. By: /s/ THOMXX XXXXXXX --------------------------------- Thomxx Xxxxxxx, Xxeasurer -------- Page 5 of 5 INITIALS 25 Exhibit E PROMISSORY NOTE $2,175,310.40 HOUSTON, TEXAS JULY 31, 1994 GHULXX X. XXXXXXXXXX, x resident of Harrxx xxxnty, Texas (hereinafter called "Maker") for value received, promises and agrees to pay in installments and as herein provided unto the order of MARCO'S MEXICAN RESTAURANTS, INC., a Texas corporation (hereinafter called "Payee") at its offices in Houston, Harrxx Xxxnty, Texas, or at such other location in Harrxx Xxxnty, Texas as Payee shall designate, in lawful money of the United States of America, the principal sum of TWO MILLION ONE HUNDRED SEVENTY-FIVE THOUSAND THREE HUNDRED TEN AND 40/100 DOLLARS ($2,175,310.40), together with interest thereon from and after the date hereof at the rate of six percent (6%) per annum until maturity, payable as it accrues on the maturity date of each of the hereinafter mentioned installments, on the then unpaid principal amount hereof. All past due principal and interest shall bear interest until paid at the highest rate allowed by law (but in no event to exceed the maximum rate of nonusurious interest allowed by law). All sums paid hereon shall apply first to the satisfaction of accrued interest and the balance to the unpaid principal.

IN THE EVENT. OF ANY DISPUTE or litigation between the Payee and the Maker or Guarantor or any other person or party with respect to this Note, the Merger Agreement or the Security Documents or with respect to any other matter, thing, event or occurrence, whether past, present or arising in the future, the Maker waives all rights of set off, offset and the right to interpose 18 $595,000.00 224,202.00 HOUSTON, TEXAS JANUARY 26, 1996 any legal claims or counterclaims, the effect of which would be to delay, reduce, deny, limit or offset its obligations under this Note. IN IF THE EVENT OF ANY CONFLICT between the terms and provisions of this Note, the Security Documents or the Merger Agreement or any other agreement relating hereto or thereto, the terms and provisions of this Note shall control. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY HEREIN, Maker and any endorsers or guarantors of this Note severally waive notice, grace, presentment and demand for payment, notice of dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity, protest and notice of protest and non-payment, bringing of suit, and diligence in taking any action to collect any sums owing under Note or in proceeding against any of the rights and properties securing payment of this Note, and indulgences of every kind. Maker and any endorsers or guarantors of this Note Agree agree that, from time to time, both before and after the maturity date of this Note and without notice, Payee may renew the indebtedness evidenced by this Note, extend the time for any payments on the Note, consent to the substitution of security, accept additional security, or release any existing security for this Note and accept partial payments of this Note without in any manner effecting the liability of Maker maker or any endorser or guarantor under or with respect to this Note, even though Maker or such endorser or guarantor is not a party to any agreement regarding such actions. NEITHER THE Payee's acceptance of partial or delinquent performance or payments payment nor any forebearanceforbearance, failure or delay by Payee or any holder hereof in exercising any right, power or remedy shall be deemed a waiver of any obligation of the Maker or any endorser, guarantor or other party liable for payment of this Note or of any right, power or remedy of the Payee or any holder hereof or preclude any other or further exercise thereof, ; and no single or partial exercise of any right, power or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy. THE PROVISIONS OF THIS NOTE may not be changed, modified or terminated orally, but only by an agreement in writing, signed by the Maker and Payee or any holder hereof. If any term or provision of this Note shall be held invalid, illegal or unenforceableunenforceability, the validity of all other terms and provisions shall in no way be effected thereby. Any waiver or forbearance must be in writing to be effective against the Payee or any holder hereof and shall only be applicable in the specific instance for which it is given. $224,202.00 HOUSTON, TEXAS JANUARY 26, 1996 THIS NOTE has been executed and delivered in and shall be construed in accordance with and governed by the laws of the State of Texas and of the United States of America. PASTA ACQUISITION CO. By: /s/ THOMXX XXXXXXX --------------------------------- --------------------------- Thomxx Xxxxxxx, Xxeasurer -------- Page 5 of 5 INITIALS 25 Exhibit E PROMISSORY NOTE $2,175,310.40 595,000.00 HOUSTON, TEXAS JULY 31JANUARY 26, 1994 GHULXX X. XXXXXXXXXX1996 PASTA ACQUISITION CO., x resident of Harrxx xxxnty, a Texas corporation (hereinafter called "Maker") ), for value received, promises and agrees to pay in installments and as herein provided unto the order of MARCO'S MEXICAN RESTAURANTSGHULXX X. XXXXXXXXXX, INC., a Texas corporation (hereinafter called "Payee") at its offices in Houston, Harrxx Xxxntyx resident of Fort Bend County, Texas, or whose business address is 10770 Xxxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 xx at such other location in Harrxx Xxxnty, Texas address as Payee shall designate, in lawful money currency of the United States of America, the principal sum of TWO MILLION ONE FIVE HUNDRED SEVENTY-NINETY FIVE THOUSAND THREE HUNDRED TEN AND 40/100 NO/100 DOLLARS ($2,175,310.40595,000.00), together with interest thereon from and after the date hereof at the rate of six ten percent (610%) per annum until maturity, payable as it accrues on the maturity date of each of the hereinafter mentioned installments, on the then unpaid principal amount hereof. All past due principal and interest shall bear interest until paid at the highest rate allowed by law twelve percent (12%) per annum (but in no event to exceed the maximum rate of nonusurious interest allowed by law). All sums paid hereon shall apply first to the satisfaction of accrued interest and the balance to the unpaid principal. INTEREST AND PRINCIPAL ON THIS NOTE is payable one (1) year from the date hereof. IT IS ESPECIALLY agreed between the parties hereto that time is of the essence with respect to the payment of this Note and, if an "Event of Default" (as defined below) occurs, the owner and holder of this Note may, at its option, declare all sums owing hereon at once due and payable. If default is made in the payment of this Note at maturity (regardless of how its maturity may be brought about) and the same is placed in the hands of an attorney for collection, or suit is filed hereon, or proceedings are had in bankruptcy, probate, receivership, reorganization, arrangement, or other judicial proceedings for the establishment or collection of any amount called for hereunder, or any amount payable or to be payable hereunder is collected through any such proceedings, Maker agrees and is also to pay to the owner and holder of this Note all reasonable attorney's or collection fees incurred.