JURY WAIVER. THE BANK (BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. EXECUTED under seal as of the date first above written. MORTGAGOR: MKS INSTRUMENTS, INC. By:_________________________________ Title:______________________________ Suffolk, ss. November__, 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery to the First National Bank of Boston (the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:
Appears in 3 contracts
Samples: Loan Agreement (MKS Instruments Inc), Loan Agreement (MKS Instruments Inc), Loan Agreement (MKS Instruments Inc)
JURY WAIVER. THE BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, PROCEEDINGTHE OBLIGATIONS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE BE, OR HAS NOT BEEN BEEN, WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. BORROWER CERTIFIES THAT NEITHER THE BANK NOR THE MORTGAGOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS AGREED WITH REPRESENTED, EXPRESSLY OR REPRESENTED TO THE OTHER OTHERWISE, THAT THE PROVISIONS BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESWAIVER OF RIGHT TO TRIAL BY JURY. EXECUTED Executed as an instrument under seal as of the date first above written. MORTGAGORJune 25, 2008 Borrower: MKS INSTRUMENTSAMC Petoskey, INC. Inc. By:_________________________________ Title:______________________________ Suffolk: /s/ T. Xxxxxxx Xxxxxx Xxxxxxx X. Xxxxxx, ss. November__President Accepted: Charter One, 1993 Then personally appeared the above named ___________________________ a division of MKS InstrumentsRBS Citizens, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public N.A. By: /s/ Xxxxxxx X. XxXxxx Name: My commission expiresXxxxxxx X. XxXxxx Title: In consideration of the execution and delivery to the First National Bank of Boston (the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:Vice President
Appears in 2 contracts
Samples: Loan and Security Agreement (Diversified Restaurant Holdings, Inc.), Loan and Security Agreement (Diversified Restaurant Holdings, Inc.)
JURY WAIVER. THE BORROWER AND THE BANK (BY ITS ACCEPTANCE OF THIS MORTGAGEHEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN THE BORROWER AND THE MORTGAGOR AGREE THAT NEITHER BANK ARISING OUT OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITWAY RELATED TO THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO PROVIDE THE FINANCING DESCRIBED HEREIN. THIS AGREEMENT AND THE OTHER WRITTEN RELATED DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, PROCEEDING, COUNTERCLAIMCONTEMPORANEOUS, OR ANY OTHER LITIGATION PROCEDURE BASED UPONSUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Address(es) for Notices: Borrower: 0000 Xxxxxxxx Xx. The Rectorseal Corporation Xxxxxxx, OR ARISING OUT OFXX 00000 Attn: Xxxxxx XxXxxxx By: /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx Printed Name Date Signed: Xxxxxx 0, THIS MORTGAGE0000 Xxxxxxx(xx) for Notices: Bank: 0000 Xxxx Xxxxxx, ANY RELATED INSTRUMENTS8th floor JPMorgan Chase Bank, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGORN.A. Xxxxxx, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. EXECUTED under seal XX 00000 Attn: By: /s/ Xxxx Xxxx Xxxx Xxxx Printed Name Date Signed: August 3, 2011 Amendment to Credit Agreement This agreement is dated as of July 23, 2012, by and between The Rectorseal Corporation (the “Borrower”) and JPMorgan Chase Bank, N.A. (together with its successors and assigns the “Bank”). The provisions of this agreement are effective on the date first above written. MORTGAGOR: MKS INSTRUMENTS, INC. By:_________________________________ Title:______________________________ Suffolk, ss. November__, 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration this agreement has been executed by all of the execution signers and delivery delivered to the First National Bank of Boston (the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"“Effective Date”), the Bank and the Company hereby agree as follows:.
Appears in 2 contracts
Samples: Credit Agreement (CSW Industrials, Inc.), Credit Agreement (CSW Industrials, Inc.)
JURY WAIVER. THE BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, PROCEEDINGTHE OBLIGATIONS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL ALL MATTERS CONTEMPLATED HTEREBY AND DOCUMETNS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE BE, OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. BORROWER CERTIFIES THAT NEITHER THE BANK NOR THE MORTGAGOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS AGREED WITH REPRESENTED, EXPRESSLY OR REPRESENTED TO THE OTHER OTHERWISE, THAT THE PROVISIONS BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESWAIVER OF RIGHT TO TRIAL BY JURY. EXECUTED Executed as an instrument under seal as of the date first above writtenJune 12, 2008. MORTGAGORBorrower: MKS INSTRUMENTSAMC, INC. Xxxx, Inc. By:_________________________________ Title:______________________________ Suffolk, ss. November__, 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public : /s/ T. Xxxxxxx Xxxxxx Name: My commission expiresT. Xxxxxxx Xxxxxx Title: In consideration President Accepted: Charter One, a division of the execution and delivery to the First National Bank of Boston (the "Bank") by MKS InstrumentsRBS Citizens, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:N.A. By: /s/ Xxxxxxx X. XxXxxx Name: Xxxxxxx X. XxXxxx Title: Vice President
Appears in 2 contracts
Samples: Loan and Security Agreement (Diversified Restaurant Holdings, Inc.), Loan and Security Agreement (Diversified Restaurant Holdings, Inc.)
JURY WAIVER. THE BANK (BORROWER WAIVES TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION OR PROCEEDING TO WHICH BORROWER AND LENDER MAY BE PARTIES, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO, THIS MORTGAGEAGREEMENT, ANY RELATED INSTRUMENTS, ANY COLLATERAL THE NOTE OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEMTHE OTHER LOAN DOCUMENTS. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO CONSOLIDATE ANY SUCH ACTION WITH OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWER, AND BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY OTHER ACTION INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN WHICH A JURY TRIAL CANNOT BE ANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS NOT BEEN WAIVED. HAD THE PROVISIONS OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGORITS OWN FREE WILL, AND THESE PROVISIONS SHALL BE SUBJECT THAT IT HAS HAD THE OPPORTUNITY TO NO EXCEPTIONSDISCUSS THIS WAIVER WITH COUNSEL. NEITHER THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE BANK NOR THE MORTGAGOR HAS AGREED WITH FINANCING DESCRIBED HEREIN OR REPRESENTED TO IN THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESLOAN DOCUMENTS. EXECUTED under seal as Borrower has initialed this Section 9.19 to further indicate its awareness and acceptance of the date first above writteneach and every provision hereof. MORTGAGOR: MKS INSTRUMENTS, INC. By:_________________________GP________ Title:______________________________ Suffolk, ss. November__, 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery to the First National Bank of Boston (the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:Borrower’s Initials
Appears in 2 contracts
Samples: Loan and Security Agreement (Terra Secured Income Fund 5, LLC), Loan and Security Agreement (Terra Property Trust, Inc.)
JURY WAIVER. THE BANK EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (BY ITS ACCEPTANCE OF A) ARISING UNDER THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, AGREEMENT OR ANY OTHER LITIGATION PROCEDURE BASED UPONINSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR ARISING OUT OF(B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, THIS MORTGAGEDOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS TRANSACTIONS RELATED HERETO OR THE RELATIONSHIP BETWEEN THERETO IN EACH CASE WHETHER NOW EXISTING OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK TO CONSOLIDATE HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. COURT AS WRITTEN EVIDENCE OF THE PROVISIONS CONSENTS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED PARTIES HERETO TO THE OTHER THAT THE PROVISIONS WAIVER OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESTHEIR RIGHT TO TRIAL BY JURY. EXECUTED under seal Each of the parties has signed this Agreement as of the date day and year first above written. MORTGAGORFGDI, L.L.C. as Borrower By: MKS INSTRUMENTS, INC. By:_________________________________ /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title:______________________________ Suffolk, : Vice President and Chief Financial Officer STATE OF IOWA ) ) ss. November__COUNTY OF POLK ) On this 28th day of March, 1993 Then 2006, before me personally appeared came Xxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that she is a Vice President and Chief Financial Officer of FGDI, L.L.C., the above named ___________________________ of MKS Instruments, Inc., limited liability company described in and acknowledged that which executed the foregoing is instrument; and that she signed her name thereto by order of the free act and deed management committee of said corporation, before me, ____________________________________ limited liability company. /s/ Xxxxx X. Xxxxx Notary Public Name: for the State of Iowa My commission expires: In consideration 07/30/08 [THIRD SIGNATURE PAGE TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT BETWEEN COBANK, ACB (AS LENDER AND AS AGENT) AND FGDI, L.L.C. (BORROWER) DATED MARCH 28, 2006] COBANK ACB, as Lender and as Agent By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Vice President Commitment Percentage: 100% 105 List of the execution Exhibits and delivery to the First National Bank Schedules Exhibits Exhibit 1.2 Borrowing Base Certificate Exhibit 2.1(b) Revolving Advances Note Exhibit 2.2(a) CoBank Delegation and Wire and Electronic Transfer Authorization Form Exhibit 2.4(b) Term Advances Note Exhibit 5.5(b) Financial Projections Exhibit 8.1(j) Financial Condition Certificate Exhibit 15.3 Commitment Transfer Supplement Schedules Schedule 1.2 Permitted Encumbrances Schedule 4.5 Equipment and Inventory Locations Schedule 4.15(h) Deposit and Investment Accounts Schedule 4.19 Real Property Schedule 5.1 Consents Schedule 5.2(a) States of Boston (the "Bank"Qualification and Good Standing Schedule 5.2(b) by MKS InstrumentsSubsidiaries Schedule 5.4 Federal Tax Identification Number Schedule 5.6 Prior Names Schedule 5.8(b) Litigation Schedule 5.8(d) Plans Schedule 5.9 Intellectual Property, Inc. (the "Company") Source Code Escrow Agreements Schedule 5.10 Licenses and Permits Schedule 5.14 Labor Disputes Schedule 5.20 Application of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank Certain Laws and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:Regulations
Appears in 1 contract
JURY WAIVER. THE BANK (BY ITS ACCEPTANCE OF THIS MORTGAGENOTE) AND THE MORTGAGOR UNDERSIGNED AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGENOTE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR UNDERSIGNED SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGORUNDERSIGNED, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR UNDERSIGNED HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. EXECUTED under seal as of the date first above written. MORTGAGOR: MKS INSTRUMENTSHARVARD APPARATUS, INC. By:___Witness: ______________________________ By: /s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxxxxxx -------------------------- ------------------------------ Title:______________________________ Suffolk: President ----------------------- Address: 00 Xxxxxxx Xxxx Xx. Holliston, ss. November__MA SUPPLEMENTAL COMMERCIAL PROMISSORY NOTE $1,000,000.00 Boston, 1993 Then personally appeared Massachusetts July 14, 2000 FOR VALUE RECEIVED, the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery undersigned promises to pay to the First National Bank order of Boston FLEET NATIONAL BANK f/k/a BANKBOSTON, N.A. (together with any successors or assigns, the "Bank") by MKS Instruments, Inc. at the office of Xxxxx Brothers Xxxxxxxx & Co. (the "CompanyAgent") of replacement notes with respect located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx pursuant to the Term Loan Agreement (defined below) ONE MILLION 00/100 Dollars ($1,000,000.00) as provided below: In quarterly principal installments of (a) $62,500.00 each payable on each September 30, December 30, March 30 and June 30 during the term of this Note, and (b) a final principal installment of the entire remaining principal balance on June 30, 2004; with interest thereon calculated at a floating rate equal to 1% above the Base Rate per annum. Interest shall be payable quarterly in arrears commencing on September 30, 2000 and on each December 30, March 30, June 30 and September 30 thereafter during the term of this Note dated November 1, 1993 in and on the date the final principal installment under this Note becomes due or the entire amount of $10,000,000 this Note becomes due and payable to in full (whether by acceleration or otherwise). If this Note bears interest at a floating rate, the order applicable floating rate shall change as and when the Base Rate changes. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed including holidays and days on which the Bank and is not open for the Demand Revolving Credit Note dated November 1, 1993 in the principal amount conduct of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:banking business.
Appears in 1 contract
Samples: Loan and Security Agreement (Harvard Bioscience Inc)
JURY WAIVER. THE PLEDGOR AND BANK (EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, WAIVE ANY AND ALL RIGHTS TO A TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, PROCEEDINGTHE OBLIGATIONS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR IN ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH. THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. PLEDGOR CERTIFIES THAT NEITHER THE BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE MORTGAGOR SHALL BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING, SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY ENFORCE THIS WAIVER OF RIGHT TO TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDBY JURY. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. EXECUTED under seal Witness our hands and seals as of the date first above writtenthis 30 day of April, 2002. MORTGAGORWITNESS PLEDGOR: MKS INSTRUMENTSVISION SCIENCES, INC. /s/ Xxx Xxxx By:: /s/ Xxxxx X. Xxxxx ------------------------------------ --------------------------- VP Finance, Treasurer SCHEDULE A TO PLEDGE AGREEMENT BETWEEN VISION SCIENCES, INC. AND CITIZENS BANK OF MASSACHUSETTS All of Pledgor's right, title and interest in and to the certificate of deposit with the Bank described below and all interest and dividends thereon and all renewals, substitutions and replacements thereof and all proceeds thereof, including without limitation any other deposit account or investment account with Citizens Bank of Massachusetts or any affiliate thereof into which such proceeds may hereafter be deposited. Citizens Bank of Massachusetts certificate of deposit no._________________________________ Title:______________________________ Suffolk, ss. November__, 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery to the First National Bank of Boston (the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:.
Appears in 1 contract
JURY WAIVER. THE BORROWER AND THE BANK (BY ITS ACCEPTANCE OF THIS MORTGAGEHEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN THE BORROWER AND THE MORTGAGOR AGREE THAT NEITHER BANK ARISING OUT OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, WAY RELATED TO THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL NOTE OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEMOTHER RELATED DOCUMENTS. NEITHER THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK NOR TO PROVIDE THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDFINANCING EVIDENCED BY THIS NOTE. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE Borrower: Address: 7860 East McClan Drive #2 TASER International, Inc. Scxxxxxxxx, XX 00000-0007 Bx: /x/ Xxxxxx X Xxxxxxxx ------------------------------------ DANIEL M BEHRENDT Printex Xxxx Title Date Signed: JULY 12, 2004 (BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. EXECUTED under seal ONE LOGO) NEGATIVE PLEDGE AGREEMENT Dated as of June 22, 2004 FOR VALUABLE CONSIDERATION, the date first above written. MORTGAGOR: MKS INSTRUMENTSundersigned, INC. By:_________________________________ Title:______________________________ Suffolk, ss. November__, 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery to the First National Bank of Boston (the "Bank") by MKS InstrumentsTASER International, Inc. (the "CompanyPledgor") ), agrees and pledges to Bank One, NA, with its main office in Chicago, IL, whose address is 201 N. Central Ave, 21st Floor, AZl-1178, Phoenix, AZ 85004 (the "Baxx"), xxx xxxxxxxxxx xxx xxxxxxx, xxxx xxxx xxx xxxx xx xxxs agreement until the "Liabilities" are paid in full, the Pledgor will not, without the express written consent of replacement notes the Bank, which consent shall be at the sole discretion of the Bank, create or permit to exist any mortgage, pledge, title retention lien, or other encumbrance or security interest with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank all assets now owned or hereafter acquired (the "Original NotesProperty"), except liens (i) securing indebtedness to the Bank Bank, and the Company hereby agree (ii) of current taxes not delinquent or as follows:security for taxes being contested in good faith, or in connection with worker's compensation insurance, unemployment insurance, or of mechanics and material men for sums not due or sums being contested in good faith.
Appears in 1 contract
JURY WAIVER. THE BANK MORTGAGEE (BY ITS ACCEPTANCE OF THIS MORTGAGEHEREOF) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING NOR ANY ASSIGNEE OR SUCCESSOR SHALL (A) SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE ACTION BASED UPON, OR ARISING OUT OF, THIS MORTGAGEAGREEMENT, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL , OR (B) SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK MORTGAGEE AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. EXECUTED under the seal as of the date first above written. MORTGAGORWITNESSES: MKS INSTRUMENTSBORROWER: PITTSFIELD MOLD & TOOL, INC. /s/ By:_________________________________ Title:______________________________ Suffolk: /s/ William A. Frey, III Xxxxxxx X. Xxey, III XXX: Xxxxident COMMONWEALTH OF MASSACHUSETTS Berkshire, ss. November__September 29, 1993 1999 Then personally appeared the above above-named ___________________________ of MKS InstrumentsWilliam A. Frey, Inc.III, President as aforesaid, and acknowledged that the foregoing is acknxxxxxxxx xxx xxregoing to be his free act and deed and the free act and deed of said the corporation, before me, ____________________________________ Notary Public NamePublic: My commission expiresCommission Expires: In consideration EXHIBIT A to Commercial Real Estate Mortgage and Security Agreement The land in Pittsfield, Berkshire County, Massachusetts, bounded and described as follows: Being Lot E6-1-606 on a plan of land entitled "Building Lot Xxxx xx Xxxxrnsville Business Park surveyed for BETNR Industrial Development Corporation, Pittsfield, Massachusetts" prepared by SK Design Group, Inc. dated March 1, 1996 and recorded with Berkshire Middle District Registry of Deeds in Plat D, Plan No. 362 and containing, according to said Plan, 6.97 acres of land. SUBJECT TO the execution terms and delivery to the First National Bank conditions of Boston a Declaration of Covenants and Restrictions made by BETNR Industrial Development Corporation by instrument dated March 27, 1996 and recorded with Berkshire Middle District Registry of Deeds in Book 1509, Page 850 (the "BankDeclaration") ). TOGETHER WITH, in common with the Grantor, its successors and assigns, the easements reserved by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 Grantor in the principal amount of $10,000,000 payable to First 100-Foot Buffer-Zone (as defined in the order of the Bank Declaration) and the Demand Revolving Credit Note dated November 1, 1993 in right to enforce such Easements. TOGETHER WITH the principal amount benefit of $7,000,000 payable three water line easements granted to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as followsBETNR by:
Appears in 1 contract
Samples: Commercial Real Estate Mortgage and Security Agreement (United Shields Corp/Oh/)
JURY WAIVER. THE MORTGAGOR AND THE BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, ACTION ORPROCEEDING IN CONNECTION WITH THIS MORTGAGE, ANY RELATED INSTRUMENTSTHE OBLIGATIONS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE CAN NOT BE, OR HAS NOT BEEN WAIVED. THE PROVISIONS MORTGAGOR CERTIFIES THAT NEITHERTHE BANK NOR ANY OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED,EXPRESSLY OR OTHERWISE, THAT THE BANK AND WOULD NOT IN THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT EVENT OF ANY SUCHPROCEEDING SEEK TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED ENFORCE THIS WAIVER OF RIGHT TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESTRIAL BY JURY. EXECUTED under seal as of the date first above written. MORTGAGORWitness: MKS INSTRUMENTSMortgagor: School Second Corporation /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx, INCPresident and Treasurer STATE OF NORTH CAROLINA Mecklenburg, SS. By:_________________________________ Title:______________________________ SuffolkApril 15, ss. November__2005 On this 15 day of April , 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation2005, before me, ____________________________________ Notary Public Namethe undersigned notary public, personally appeared Xxxxx X. Xxxxxxx, President of School Second Corporation, proved to me through satisfactory evidence of identification, which were drivers license, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that School Second Corporation and Xxxxxx X. Xxxxxxx signed it voluntarily for its stated purpose, in such capacity. /s/ Xxxx X. Xxxxxxx, NOTARY PUBLIC MY COMMISSION EXPIRES: My commission expires11-14-2009 Xxxx X. Xxxxxxx TYPE OR PRINT NAME 000-000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 EXHIBIT A The land with the buildings thereon situated in Chicopee, Hampden County, Massachusetts, bounded and described as follows: In consideration Beginning at an iron rod on the southwesterly side of School Street, at the execution southeasterly corner of land formerly of Ignacy Statkin, now supposed to belong to one Xxxxxx, and delivery thence running. SOUTHEASTERLY on said School fifty-six (56) feet to land formerly of X.X. Xxxx, now supposed to belong to one Xxxxxxx; thence running WESTERLY along last named land seventy-five (75) feet to land now or formerly of one Xxxxxxx; thence running at right angles with last named line along land now or formerly of said Xxxxxxx about eleven and one-half (11 ½) feet to land formerly of one Xxxxx now supposed to belong to one Xxxxx; thence running NORTHERLY along last named land about twenty-four and one-half (24 ½) feet to an iron rod in the ground at land of said Xxxxxx; and thence running along last named land North 56 East about ninety-two and one-half (92 ½) feet to School Street, to the First National Bank point of Boston (the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:beginning.
Appears in 1 contract
Samples: Mortgage, Security Agreement (Bluesky Systems Corp)
JURY WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, PROCEEDINGTHE OBLIGATIONS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE BE, OR HAS NOT BEEN BEEN, WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. BORROWER CERTIFIES THAT NEITHER THE BANK NOR THE MORTGAGOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS AGREED WITH REPRESENTED, EXPRESSLY OR REPRESENTED TO THE OTHER OTHERWISE, THAT THE PROVISIONS BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESWAIVER OF RIGHT TO TRIAL BY JURY. EXECUTED under seal Executed as of the date first above writtenSeptember 29, 2006. MORTGAGORBorrower: MKS INSTRUMENTSRackable Systems, INC. Inc. By:_________________________________ : /s/ Xxxxx Xxxxxxxxxxx Title:______________________________ Suffolk: CFO HSBC Bank USA, ss. November__National Association By: /s/ Xxxxx X. Hants Xxxxx X. Hants, 1993 Then personally appeared the above named ___________________________ of MKS InstrumentsCommercial Executive EXHIBIT A QUARTERLY COVENANT COMPLIANCE CERTIFICATE Date: HSBC Bank USA, Inc.National Association 000 Xxxxxxxxxx Xxxxxx, 10th Floor San Francisco, CA 94111 Ladies and acknowledged that the foregoing Gentlemen: Reference is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery made to the First National Bank Loan Agreement, dated as of Boston September , 2006 (as amended and in effect from time to time, the "Bank") “Loan Agreement”), by MKS Instruments, and between Rackable Systems Inc. (the "Company"“Borrower”) of replacement notes with respect to the Term Note dated November 1and HSBC Bank USA, 1993 National Association (“Bank”). Capitalized terms which are used herein without definition and which are defined in the principal amount of $10,000,000 payable Loan Agreement shall have the respective meanings assigned to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 such terms in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:Loan Agreement.
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JURY WAIVER. THE BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, WAIVE (A) ANY AND ALL RIGHTS TO A TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, PROCEEDINGTHE OBLIGATIONS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE CAN NOT BE, OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. BORROWER CERTIFIES THAT NEITHER THE BANK NOR THE MORTGAGOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS AGREED WITH REPRESENTED, EXPRESSLY OR REPRESENTED TO THE OTHER OTHERWISE, THAT THE PROVISIONS BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESWAIVER OF RIGHT TO TRIAL BY JURY. EXECUTED under seal as Executed on this day 28 of April, 2015. Borrower: Premier Packaging Corporation By: /S/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Chief Executive Officer Accepted: Citizens Bank, N.A. By: /S/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned guarantor(s) hereby irrevocably and unconditionally acknowledge and confirm to the Bank that the guaranty of the date first above written. MORTGAGOR: MKS INSTRUMENTS, INC. By:_________________________________ Title:______________________________ Suffolk, ss. November__, 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration obligations of the execution Borrower including without limitation respecting the Note continues in full force and delivery to effect and is a valid and binding obligation of the First National Bank of Boston (the "Bank"undersigned guarantor(s) by MKS Instrumentsin accordance with its terms, Inc. (the "Company") of replacement notes that no defenses, offsets, claims, counterclaims exist with respect to such guaranty(s), and that each such guaranty is enforceable in accordance with its terms, and guarantees and shall continue to guarantee in accordance with its terms the Term Note dated November 1performance of all amounts guaranteed thereby including without limitation in addition to all other liabilities and obligations guaranteed thereby, 1993 in all liabilities and obligations of the principal amount of $10,000,000 payable Borrower to the order of Bank respecting the Bank Note and the Demand Revolving other Loan Documents as affected hereby. Executed on this day 28 of April, 2015 Guarantor: Document Security Systems, Inc. By: /S/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, President Guarantor: Plastic Printing Professionals, Inc. By: /S/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Secretary Guarantor: Secuprint Inc. By: /S/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, President SCHEDULE 1.5 AMENDED COVENANTS The Second Amended and Restated Credit Note dated November 1Facility Agreement is hereby modified by deleting from Article X entitled "Financial Covenants", 1993 Subsection (10.1) in its entirety and substituting in lieu thereof the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as followsfollowing: Covenant Definitions:
Appears in 1 contract
Samples: Extension Agreement (Document Security Systems Inc)
JURY WAIVER. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE BORROWER AND THE BANK (BY ITS ACCEPTANCE OF THIS MORTGAGEHEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN THE BORROWER AND THE MORTGAGOR AGREE THAT NEITHER BANK ARISING OUT OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, WAY RELATED TO THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL AGREEMENT OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEMOTHER RELATED DOCUMENTS. NEITHER THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK NOR TO PROVIDE THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDFINANCING DESCRIBED HEREIN. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGORBorrower: XXXXXXXX INDUSTRIES, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. EXECUTED under seal INCORPORATED By: /s/ Xxxx XxXxx Xxxx XxXxx CFO Printed Name Title Date Signed: March 8, 2021 Bank: JPMorgan Chase Bank, N.A. By: /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Authorized Signer Printed Name Title Date Signed: March 8, 2021 COMPLIANCE CERTIFICATE To: JPMorgan Chase Bank, N.A. This Compliance Certificate ("Certificate"), for the period ended , 20 , is furnished pursuant to that certain Credit Agreement dated as of March 4, 2021 (as amended, modified, renewed or extended from time to time, the date first above written. MORTGAGOR: MKS INSTRUMENTS"Agreement") among XXXXXXXX INDUSTRIES, INC. By:_________________________________ Title:______________________________ Suffolk, ss. November__, 1993 Then personally appeared INCORPORATED (the above named ___________________________ of MKS Instruments, Inc."Borrower"), and acknowledged that the foregoing is the free act and deed of said corporationJPMorgan Chase Bank, before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery to the First National Bank of Boston N.A. (the "Bank") by MKS Instruments). Unless otherwise defined herein, Inc. (capitalized terms used in this Compliance Certificate have the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 meanings ascribed thereto in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as followsAgreement. THE UNDERSIGNED HEREBY CERTIFIES THAT:
Appears in 1 contract
JURY WAIVER. THE BANK (ALL PARTIES TO THIS MASTER LEASE AGREEMENT WAIVE ALL RIGHTS TO TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION, PROCEEDING, COUNTERCLAIM, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER LITIGATION PROCEDURE BASED UPON, OR PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED CONNECTION WITH OR REPRESENTED IN ANY WAY RELATED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESMASTER LEASE AGREEMENT. EXECUTED under seal as of the date first above written. MORTGAGOR: MKS INSTRUMENTSCOMPUROUTE, INC. BANC ONE LEASING CORPORATION -------------------------------------------- (Name of Lessee) Lessor By:_________________________________ : By: /s/ Alexxxxxx X. Xxxxxxxxx ------------------------------ ---------------------------------------- Title:______________________________ Suffolk: Title: PRESIDENT ---------------------------- ------------------------------------- Lessee's Witness: /s/ Terrx X. Xxxx -------------------------- ------------------------------------------------------------------------------- COMPUROUTE, ssINC. November__Regardless of any prior, 1993 Then personally appeared present or future oral agreement or course -------------------------------------------- of dealing, no term or condition (Name of Lessee) of the Lease may be amended, modified, waived, discharged, cancelled or terminated except by a written instrument signed by the party to be bound; except Lessee authorizes Lessor to complete the Acceptance Date of each Schedule and the serial numbers of any Equipment. By: /s/ Alexxxxxx X. Xxxxxxxxx ---------------------------------------- Title: PRESIDENT ------------------------------------- ------------------------------------------------------------------------------- 7 CORPORATE MASTER LEASE ACKNOWLEDGEMENT State of Texas : -------------- : : SS County of Dallas : -------------- : The above named ___________________________ mentioned foregoing instrument, was acknowledged before me this 11/17, 1997 by (Officers' Name) ALEXXXXXX X. XXXXXXXXX, (Xfficer's Title) PRESIDENT, of MKS InstrumentsCOMPUROUTE, Inc.INC., and acknowledged that the foregoing is the free act and deed of said a DELAWARE corporation, before me, ____________________________________ on behalf of the corporation. /s/ Lindx X. Xxxxx -------------------------------- Notary Public Name: My commission expires: In consideration of the execution and delivery to the First National Bank of Boston [Notary Seal] Commission Expires 6/23/98 COMPUROUTE, INC. (the "BankCorporation") ----------------------------------------------------------- The undersigned, who is the duly elected and acting Secretary or Assistant Secretary of the Corporation, hereby certifies that the following is a true and correct copy of resolutions duly adopted by MKS Instrumentsthe Board of Directors of the Corporation in conformity with its charter, Inc. articles of incorporation and by-laws [SELECT ONE] at a meeting of said Board duly called and held ------- 19 at which a quorum was present and acting -------------------, --- -or- X by unanimous written action of said Board as allowed by statute, ------- effective 11/17, 1997 --------- --- and that such resolutions have not been amended or altered and are in full force and effect on the date hereof. "RESOLVED, that any officer of this Corporation be and is hereby authorized and empowered in the name and on behalf of this Corporation from time to time (i) to enter into one or more lease agreements, loan and security agreements or conditional sale agreements ("Agreements") with Banc One Leasing Corporation (the "Company") as lessor, secured party or seller, as the case may be, concerning property to be leased, pledged as collateral, or sold to this Corporation in such amounts and on such terms and conditions as such officer deems appropriate; (ii) to mortgage, pledge, assign, and/or grant a security interest in any of replacement notes this Corporation's property, (iii) to supplement or amend any such Agreements, and (iv) to execute and deliver such other documents (including, without limitation, leases or promissory notes) and to do and perform all other acts as such officer deems necessary, convenient or proper to carry out the foregoing; and FURTHER RESOLVED, that all that any officer shall have done or may do in connection with respect to the Term Note dated November 1Agreements or the transactions described above is hereby ratified and approved; and FURTHER RESOLVED, 1993 that the foregoing resolutions shall remain in full force and effect until written notice of their amendment or rescission shall have been received by the principal amount Company." The undersigned further certifies that the following are names and specimen signatures of $10,000,000 payable to the order officers of the Bank Corporation authorized by the above resolutions, each of whom has been duly elected to hold and currently holds the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order office of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:Corporation set forth opposite his or her name: Name Office Signature ---- ------ ---------
Appears in 1 contract
JURY WAIVER. THE MORTGAGOR AND THE BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, ACTION OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, PROCEEDING IN CONNECTION WITH THIS MORTGAGE, ANY RELATED INSTRUMENTSTHE OBLIGATIONS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE CAN NOT BE, OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. MORTGAGOR CERTIFIES THAT NEITHER THE BANK NOR THE MORTGAGOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS AGREED WITH REPRESENTED, EXPRESSLY OR REPRESENTED TO THE OTHER OTHERWISE, THAT THE PROVISIONS BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESWAIVER OF RIGHT TO TRIAL BY JURY. EXECUTED under seal as of the date first above written. MORTGAGORWitness: MKS INSTRUMENTSMortgagor: /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxx COMMONWEALTH OF MASSACHUSETTS HAMPDEN, INCSS. By:_________________________________ Title:______________________________ SuffolkJune 4, ss. November__, 1993 2003 Then personally appeared the above above-named ___________________________ of MKS Instruments, Inc.Xxxxx X Xxxxxxx, and acknowledged that the foregoing is instrument to be the free act and deed of said corporationXxxxx X Xxxxxxx, before me, ____________________________________ Notary Public Name/s/ Xxxxxxx X. Xxxxxx, NOTARY PUBLIC MY COMMISSION EXPIRES: My commission expires: In consideration of the execution and delivery to the First National Bank of Boston (the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:05/27/05 Xxxxxxx X. Xxxxxx TYPE OR PRINT NAME
Appears in 1 contract
JURY WAIVER. THE BANK EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (BY ITS ACCEPTANCE OF A) ARISING UNDER THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, AGREEMENT OR ANY OTHER LITIGATION PROCEDURE BASED UPONINSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR ARISING OUT OF(B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, THIS MORTGAGEDOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS TRANSACTIONS RELATED HERETO OR THE RELATIONSHIP BETWEEN THERETO IN EACH CASE WHETHER NOW EXISTING OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK TO CONSOLIDATE HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. COURT AS WRITTEN EVIDENCE OF THE PROVISIONS CONSENTS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED PARTIES HERETO TO THE OTHER THAT THE PROVISIONS WAIVER OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESTHEIR RIGHT TO TRIAL BY JURY. EXECUTED under seal Each of the parties has signed this Agreement as of the date day and year first above written. MORTGAGORFGDI, L.L.C. as Borrower By: MKS INSTRUMENTS, INC. By:_________________________________ /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title:______________________________ Suffolk, : President and Chief Executive Officer STATE OF OHIO ) ) ss. November__COUNTY OF WOOD ) On this 28th day of March, 1993 Then 2006, before me personally appeared came Xxxxxx X. Xxxxx, to me known, who, being by me duly sworn, did depose and say that he is the above named ___________________________ President and Chief Executive Officer of MKS InstrumentsFGDI, Inc.L.L.C., the limited liability company described in and acknowledged that which executed the foregoing is instrument; and that he signed his name thereto by order of the free act and deed management committee of said corporation, before me, ____________________________________ limited liability company. /s/ Xxxxxx Xxxxxx Xxxx Notary Public Name: for the State of Ohio My commission expires: In consideration of the execution and delivery to the First National Bank of Boston 5/22/08 [SECOND SIGNATURE PAGE TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT BETWEEN COBANK, ACB (the "Bank"AS LENDER AND AS AGENT) by MKS InstrumentsAND FGDI, Inc. L.L.C. (the "Company"BORROWER) of replacement notes with respect to the Term Note dated November 1DATED MARCH 28, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:2006]
Appears in 1 contract
JURY WAIVER. THE BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, WAIVE (A) ANY AND ALL RIGHTS TO A TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, PROCEEDINGTHE OBLIGATIONS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE CAN NOT BE, OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. BORROWER CERTIFIES THAT NEITHER THE BANK NOR THE MORTGAGOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS AGREED WITH REPRESENTED, EXPRESSLY OR REPRESENTED TO THE OTHER OTHERWISE, THAT THE PROVISIONS BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESWAIVER OF RIGHT TO TRIAL BY JURY. EXECUTED Executed under seal as on this day March 06, 2015. Borrower: Medical Transcription Billing, Corp. By: /s/ Xxxxxx X. Xxx Xxxxxx X. Xxx, Chief Executive Officer Accepted: TD Bank, N.A. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Duly Authorized Representative For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned guarantor(s) hereby irrevocably and unconditionally acknowledge and confirm to the Bank that the guaranty of the date first above written. MORTGAGOR: MKS INSTRUMENTS, INC. By:_________________________________ Title:______________________________ Suffolk, ss. November__, 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration obligations of the execution Borrower including without limitation respecting the Note continues in full force and delivery to effect and is a valid and binding obligation of the First National Bank of Boston (the "Bank"undersigned guarantor(s) by MKS Instrumentsin accordance with its terms, Inc. (the "Company") of replacement notes that no defenses, offsets, claims, counterclaims exist with respect to such guaranty(s), and that each such guaranty is enforceable in accordance with its terms, and guarantees and shall continue to guarantee in accordance with its terms the Term Note dated November 1performance of all amounts guaranteed thereby including without limitation in addition to all other liabilities and obligations guaranteed thereby, 1993 in all liabilities and obligations of the principal amount of $10,000,000 payable Borrower to the order of Bank respecting the Bank Note and the Demand Revolving Credit other Loan Documents as affected hereby. Executed under seal on this day March 06, 2015. Guarantor: /s/ Xxxxxx X. Xxx Xxxxxx X. Xxx, individually Loan Number - Note dated November 1: 19335890001 Guarantor: /s/ Xxxxxx Xxx Xxxxxx Xxx, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:individually Modification-Extension Agreements(3) Loan Number - Note 1: 19335890001 EXHIBIT A AMENDED AND RESTATED NOTE Loan Number - Note 1: 19335890001
Appears in 1 contract
Samples: Modification Agreement (Medical Transcription Billing, Corp)
JURY WAIVER. THE BANK (BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEMBORROWER HEREBY VOLUNTARILY, INCLUDING KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY ASSIGNEE OR SUCCESSOR SHALL SEEK RIGHT TO HAVE A JURY TRIAL PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND BANK ARISING OUT OF OR IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, WAY RELATED TO THIS DOCUMENT OR ANY OTHER LITIGATION PROCEDURE BASED UPON, RELATED DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO PROVIDE THE FINANCING DESCRIBED HEREIN OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED LOAN DOCUMENTS. IN ALL INSTANCES. EXECUTED under seal WITNESS WHEREOF, this Agreement has been executed as of the date first above written. MORTGAGORBorrower: MKS INSTRUMENTSXXXXXXX XXXX HOMES, INC. a California corporation By:_________________________________ : /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title:______________________________ Suffolk: Senior Vice President By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President Bank: BANK ONE, ssNA, a national banking association (main office in Chicago, Illinois) By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: EVP [END OF SIGNATURES] EXHIBIT A STANDARD DRAW INSPECTION FORM FOR: DESCRIPTION PERCENTAGE SUBDIVISION 0 PERMITS/LAYOUT TRENCHING AND STEELPOUR FOOTERS 5 POUR STEM WALLS 10 SET UNDERGROUNDS BACK FILL SOIL 15 ABC/GRADE SET COPPER SLAB 20 DELIVER LUMBER, TRUSSES & WINDOWS 25 FRAMING ROUGH CARPENTRY COMPLETED 30 ROUGH PLUMBING, HVAC, ELECTRIC 35 ROUGH INSPECTIONS ROOF DRY IN, WINDOWS, SLIDERS SET 40 STUCCO LATH INSULATION 45 STUCCO 1st COAT STOCK DRYWALL 50 HAND DRYWALL TAPE DRYWALL 55 FLOAT JOINTS STUCCO FINISH COAT 60 SAND WALLS TEXTURE DRYWALL 65 DELIVER DOORS & TRIM EXTERIOR PAINT 70 TRIM CARPENTRY/INTERIOR PAINT 75 DELIVER CABINETS, ROOF COMPLETE 80 INSTALL CABINETS, SET TOPS 85 INSTALL INTERIOR HARDWARE PLUMBING/ELECTRICAL/HVAC TRIM 90 PRE-CLEAN APPLIANCES/SHEET GOODS 95 FLOOR COVERINGS FINAL CLEAN & CITY FINAL 100 DISCLAIMER: This report is for Bank One use only. November__No other party including the property owner, 1993 Then personally appeared builder, or Borrower may rely upon the above named ___________________________ of MKS Instruments, Inc.contents or conclusions. CERTIFICATION: I certify that I saw and reviewed this property on the date indicated below, and acknowledged I have reported all observed unacceptable or incomplete work, and that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery to the First National Bank of Boston (the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 I have no personal interest present or prospective in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1property, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:applicant or loan proceeds. COMMENTS: SIGNATURE & DATE EXHIBIT B ADDRESSES FOR NOTICES
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JURY WAIVER. THE MORTGAGOR AND THE BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, ACTION OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, PROCEEDING IN CONNECTION WITH THIS MORTGAGE, ANY RELATED INSTRUMENTSTHE OBLIGATIONS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE CAN NOT BE, OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. MORTGAGOR CERTIFIES THAT NEITHER THE BANK NOR THE MORTGAGOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS AGREED WITH REPRESENTED,EXPRESSLY OR REPRESENTED TO THE OTHER OTHERWISE, THAT THE PROVISIONS BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESWAIVER OF RIGHT TO TRIAL BY JURY. EXECUTED under seal as of the date first above written. MORTGAGORWitness: MKS INSTRUMENTSMortgagor: /s/ Jxxxxxx X. Xxxxxx /s/ Dxxxx X. Xxxxxxx Jxxxxxx X. Xxxxxx Dxxxx X. Xxxxxxx COMMONWEALTH OF MASSACHUSETTS HAMPDEN, INCSS. By:_________________________________ Title:______________________________ SuffolkJune 4. , ss. November__, 1993 2003 Then personally appeared the above above-named ___________________________ of MKS Instruments, Inc.Dxxxx X Xxxxxxx, and acknowledged that the foregoing is instrument to be the free act and deed of said corporationDxxxx X Xxxxxxx, before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery to the First National Bank of Boston (the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:/s/ Jxxxxxx X. Xxxxxx Jxxxxxx X. Xxxxxx
Appears in 1 contract
Samples: Loan Agreement (Moixa Iii, Inc.)
JURY WAIVER. THE BANK (BY ITS ACCEPTANCE OF THIS MORTGAGENOTE) AND THE MORTGAGOR UNDERSIGNED AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGENOTE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR UNDERSIGNED SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGORUNDERSIGNED, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR UNDERSIGNED HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. EXECUTED under seal as of the date first above written. MORTGAGOR: MKS INSTRUMENTSHARVARD APPARATUS, INC. Witness: ----------------------- By:_________________________________ : /s/ Dxxxx Xxxxx ----------------------------------- ------------------- Title:______________________________ Suffolk: President ----------------- Address: 80 Xxxxxxx Xxxx Xx. Holliston, ss. November__MA COMMERCIAL PROMISSORY NOTE $1,050,000.00 Boston, 1993 Then personally appeared Massachusetts March 2, 1999 FOR VALUE RECEIVED, the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery undersigned promises to pay to the First National Bank order of Boston BANKBOSTON, N.A. (together with any successors or assigns, the "Bank") by MKS Instruments, Inc. at the office of Bxxxx Brothers Hxxxxxxx & Co. (the "CompanyAgent") of replacement notes with respect located at 40 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx pursuant to the Term Note dated Loan Agreement (defined below) ONE MILLION FIFTY THOUSAND and 00/100 Dollars ($1,050,000.00) as provided below: In quarterly principal installments of (a) $23,875.00 each payable on May 1, 1999, August 1, 1999, November 1, 1993 in the principal amount of 1999 and February 1, 2000, (b) $10,000,000 35,813.00 each payable to the order of the Bank and the Demand Revolving Credit Note dated on May 1, 2000, August 1, 2000, November 1, 1993 2000, and February 1, 2001, (c) $47,750.00 each payable on May 1, 2001, August 1, 2001, November 1, 2001, and a final principal installment of the entire remaining principal balance on January 29, 2002; with interest thereon calculated at a floating rate equal to 1% above the Base Rate per annum. Interest shall be payable quarterly in arrears commencing on May 1, 1999 and on each August 1, November 1, and February 1 thereafter and on the date the final principal installment under this Note becomes due or the entire amount of $7,000,000 this Note becomes due and payable to in full (whether by acceleration or otherwise). If this Note bears interest at a floating rate, the order applicable floating rate shall change as and when the Base Rate changes. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed including holidays and days on which the Bank (is not open for the "Original Notes"), the Bank and the Company hereby agree as follows:conduct of banking business.
Appears in 1 contract
Samples: Agreement (Harvard Bioscience Inc)
JURY WAIVER. THE ASSIGNOR AND THE BANK (BY ITS ACCEPTANCE OF THIS MORTGAGEHEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN THE ASSIGNOR AND THE MORTGAGOR AGREE THAT NEITHER BANK ARISING OUT OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, WAY RELATED TO THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEMDOCUMENT. NEITHER THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK NOR TO PROVIDE THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDFINANCING DESCRIBED HEREIN. THE PROVISIONS Dated: ,20 ASSIGNOR: -------------------------- -- Address: 13800 Senlac ---------------------------- Dallas, TX 75234 Interphase Corporation ---------------------------- By: /s/ STEVE KOVAC ---------------------------- Steve Kovac CFO ---------------------------- Printed Name Title [BANK ONE LOGO] NOTICE OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGORFINAL AGREEMENT To: Interphase Corporation (collectively, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. EXECUTED under seal as whether one or more, the "BORROWER") As of the effective date first above written. MORTGAGOR: MKS INSTRUMENTSof this Notice, INC. By:_________________________________ Title:______________________________ Suffolkthe Borrower and Bank One, ss. November__NA, 1993 Then personally appeared the above named ___________________________ of MKS Instrumentswith its main office in Chicago, Inc.IL, and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery to the First National Bank of Boston (the "BankBANK") by MKS Instrumentshave consummated a transaction pursuant to which the Bank has agreed to make a loan or loans to the Borrower, Inc. to renew and extend an existing loan or loans to the Borrower and/or to otherwise extend credit or make financial accommodations to or for the benefit of the Borrower, in an aggregate amount up to $3,500,000.00 (collectively, whether one or more, the "CompanyLOAN") of replacement notes ). In connection with respect to the Term Note dated November 1Loan, 1993 in the principal amount of $10,000,000 payable to the order of Borrower and the Bank and the Demand Revolving Credit Note dated November 1undersigned guarantors and other obligors, 1993 in if any (collectively, whether one or more, the principal amount of $7,000,000 payable "OTHER OBLIGORS") have executed and delivered and may hereafter execute and deliver certain agreements, instruments and documents (collectively hereinafter referred to as the order "WRITTEN LOAN AGREEMENT"). It is the intention of the Bank (the "Original Notes")Borrower, the Bank and the Company hereby agree Other Obligors that this Notice be incorporated by reference into each of the written agreements, instruments and documents comprising the Written Loan Agreement. The Borrower, the Bank and the Other Obligors each warrants and represents that the entire agreement made and existing by or among the Borrower, the Bank and the Other Obligors with respect to the Loan is and shall be contained within the Written Loan Agreement, as follows:amended and supplemented hereby, and that no agreements or promises exist or shall exist by or among the Borrower, the Bank and the Other Obligors that are not reflected in the Written Loan Agreement. THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Dated: ,20 --------------------- -- Bank One, NA By: /s/ BURTON FRENCH ------------------------------------- Burton French First Vice Pres. ------------------------------------- Printed Name Title ACKNOWLEDGED AND AGREED: BORROWER: Interphase Corporation By: /s/ STEVE KOVAC ---------------------------- Steve Kovac XXX ---------------------------- Prixxxx Xxxx Title
Appears in 1 contract
Samples: Credit Agreement (Interphase Corp)
JURY WAIVER. PLEDGOR AND PLEDGEE HEREBY WAIVE THE BANK (RIGHT TO TRIAL BY ITS ACCEPTANCE JURY OF ANY MATTERS ARISING OUT OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL AGREEMENT OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEMTRANSACTIONS CONTEMPLATED HEREBY. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDDated this 18th day of March, 1997. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. EXECUTED under seal as of the date first above written. MORTGAGORPLEDGOR: MKS INSTRUMENTS, PEOPLES BANCORP INC. By:_________________________________ Title:______________________________ Suffolk: Xxxx X. Xxxxxx ----------------------------------- Its: Chief Financial Officer ---------------------------------- PLEDGEE: FOUNTAIN SQUARE COMMERCIAL FUNDING CORP. By: ----------------------------------- Its: ------------------------------------ OHIO AFFILIATES A FIFTH THIRD BANCORP BANK Amended and Restated 2 Note: Retain Customer Copy for your records Revolving Note OFFICER NO 90-new NOTE NO. 95848900018 -------------------- ----------- $3,000,000.00 March 18, ss1997 ------------------------------- -------- -- City Cincinnati State OH (Effective Date) --------- -- On or before the Due Date below, the undersigned a (check one) /X/ corporation / / partnership / / individual / / limited liability company, for value received and if more than one, jointly and severally, promise to pay to the order of The Fifth Third Bank, 00 Xxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, XX -------------------------------------------------------------- (Name and Address of Bank) (hereinafter referred to as "Bank") the sum of three million and 00/100 -------- --------------------------------- Dollars (hereinafter referred to as the "Borrowing") plus interest as provided herein, less such amounts as shall have been repaid in accordance with this note. November__, 1993 Then personally appeared The outstanding balance of this note will appear on a supplemental bank record and is not necessarily the face amount of this note. Such record shall be conclusive as to the balance due of this note at any time. The principal sum outstanding shall bear interest per annum at the rate of 0% - greater than the "Prime Rate" (the rate announced by the Bank from time to time) on the above named ___________________________ Effective Date. In the event of MKS Instrumentsa change in said Prime Rate, Inc.the rate of this note shall be changed immediately to that ratio which shall be greater than the new Prime Rate by the amount stated in this clause. Interest shall be computed based on a year of 360 days and charged for the actual number of days elapsed. Prior to the due Date, Bank may (but is not obligated to) lend to the undersigned such amounts as may from time to time be requested by the undersigned provided that the principal amount borrowed shall not at any time exceed the Borrowing and further provided that no Event of Default as defined herein shall exist. Principal shall be due and payable: / / At Maturity: /X/ In Installments in the amount of $150,000 shall be due the 1st day of each / / Month /X/ Six ------- --- Months beginning January 2, 1998 with a final payment on January 2, 2003 of --------- -- --------- ---- the principal amount then owing plus all interest due therein. Principal and interest payments shall be made at Bank's address above unless otherwise designed to Bank in writing. Interest shall be due and payable: / / At Maturity: /X/ On the 1st day of each / / Month /X/ 6 months beginning --- July 1, 1997. ------ -- To secure repayment of this note and all modifications, extensions and renewals thereof, and acknowledged all other obligations (as herein defined) of the undersigned to Bank, the Undersigned grants Bank a security interest in all of the undersigned's now owned or hereafter acquired interests in all property in which Bank is, at any time, granted a lien for any Obligation, and all property in possession of Bank including, without limitation, money, securities, instruments, documents, letters of credit, chattel paper, or other property delivered to Bank in transit, for safekeeping, or for collection or exchange for other property, all distributions, dividends, warrants, securities or other rights in addition to such property, all rights to payment from and claims against Bank and all proceeds thereof, and all real and personal property described below ("Collateral"). The undersigned agrees to immediately deliver such additional dividend warrants, securities or other property of rights thereto to Bank immediately upon receipt as additional Collateral and until delivery to hold same same in trust for bank. The undersigned agrees that the foregoing is Bank may, at any time, call for additional Collateral satisfactory to it. All documents executed in connection with this note and all Collateral, including without limitation the free act and deed following, further secure the Obligations: 16,000 shares of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration Common Stock of the execution and delivery to the The First National Bank of Boston Southeastern Ohio ----------------------------------------------------------------------------- The Obligations secured by the Collateral (herein, the "BankObligations") shall include this note and each and every liability of the undersigned jointly or severally to Bank and all affiliates of Fifth Third Bancorp however created, direct or contingent, due or to become due whether now existing or hereafter arising, participated in whole or in part, created by MKS Instrumentstrust agreement, Inc. (lease, overdraft, agreement, or otherwise, in any manner by the "Company") undersigned. The undersigned also grants Bank a security interest in all of replacement notes with respect the Collateral as agent for all affiliates of Fifth Third Bancorp for all Obligations of the undersigned to such affiliates. Said security interest shall not be enforced to the Term Note dated November 1extent prohibited by the Truth in Landing Act as implemented by Federal Reserve Regulation Z. The undersigned certifies that the proceeds of this loan are to be used for business purposes. If this note is a renewal, 1993 in whole or in part, of a previous Obligation, the principal amount acceptance by Bank of $10,000,000 payable to the order this note shall not effectuate a payment but rather a continuation of the previous Obligation. Bank may charge, and the Demand Revolving Credit Note dated November 1undersigned agrees to pay on the above Effective Date, 1993 a note processing fee in the principal an amount determined by Bank. Events of $7,000,000 payable to the order Default: This note, and all other Obligations of the Bank (undersigned to Bank, shall be and become immediately due and payable at the "Original Notes")option of the Bank, without any demand or notice whatsoever, upon the Bank and occurrence of any of the Company hereby agree as followsfollowing described events, each of which shall constitute an Event of Default:
Appears in 1 contract
JURY WAIVER. THE BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, PROCEEDINGTHE OBLIGATIONS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE BE, OR HAS NOT BEEN BEEN, WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. BORROWER CERTIFIES THAT NEITHER THE BANK NOR THE MORTGAGOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS AGREED WITH REPRESENTED, EXPRESSLY OR REPRESENTED TO THE OTHER OTHERWISE, THAT THE PROVISIONS BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESWAIVER OF RIGHT TO TRIAL BY JURY. EXECUTED under seal Executed as of the date first above written__________, 2013. MORTGAGORSignature Verified: MKS INSTRUMENTSBorrower: Chembio Diagnostic Systems, INC. Inc. _________________________ By:_________________________ Name: Title: _________________________ TitleBy:______________________________ Suffolk, ss. November__, 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expiresTitle: In consideration Loan and Security Agreement - Obligor 1Ó 2013 Medici, a division of the execution and delivery to the First National Bank of Boston (the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:Wolters Kluwer Financial Services
Appears in 1 contract
Samples: Loan and Security Agreement (Chembio Diagnostics, Inc.)
JURY WAIVER. THE BANK (BY ITS ACCEPTANCE OF THIS MORTGAGE) BORROWER AND THE MORTGAGOR AGREE THAT NEITHER OF THEMLENDER HEREBY VOLUNTARILY, INCLUDING KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY ASSIGNEE OR SUCCESSOR SHALL SEEK RIGHT TO HAVE A JURY TRIAL PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG BORROWER AND LENDER ARISING OUT OF OR IN ANY LAWSUITWAY RELATED TO THE NOTE, PROCEEDING, COUNTERCLAIM, THIS DOCUMENT OR ANY OTHER LITIGATION PROCEDURE BASED UPON, RELATED DOCUMENT OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN LENDER AND BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF RELATED DOCUMENTS. Please indicate your agreement with the terms and provisions of this Letter Agreement by signing where indicated below and returning an executed original to the undersigned at the address set forth above. Sincerely, Hexagon Investments, LLC a Colorado limited liability company By: s/Xxxxx Xxxxxx Name: Its: AGREED TO AND ACCEPTED THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES10 day of July, 2000 DELTA PETROLEUM CORPORATION a Colorado corporation By: s/Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx, President ESTOPPEL CERTIFICATE AND AGREEMENT THIS ESTOPPEL CERTIFICATE AND AGREEMENT ("Certificate") is made and entered into as of this 10th day of July, 2000, by Xxxxxxx Petroleum Corporation, a Delaware corporation, having an address of 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 ("Xxxxxxx"). EXECUTED Xxxxxxx is the seller under seal that certain Purchase and Sale Agreement dated as of June 1, 2000, a copy of which is attached as Exhibit A hereto (the "Purchase Agreement"), and Delta Petroleum Corporation, a Colorado corporation ("Delta"), is the buyer of certain oil and gas interests (the "Interests") under the Purchase Agreement. Xxxxxxx understands and acknowledges that this Certificate will be relied upon by Sovereign Holdings, LLC, a Colorado limited liability company ("Sovereign") and Hexagon Investments, LLC, a Colorado limited liability company ("Hexagon") in connection with the Assignment and Collateral Assignment described below. The undersigned does hereby certify to Sovereign and Hexagon that to the best of its knowledge, information and belief, as of the date first above written. MORTGAGOR: MKS INSTRUMENTS, INC. Byhereof:_________________________________ Title:______________________________ Suffolk, ss. November__, 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery to the First National Bank of Boston (the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:
Appears in 1 contract
Samples: Partial Assignment of Contract (Delta Petroleum Corp/Co)
JURY WAIVER. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE BORROWER AND THE BANK (BY ITS ACCEPTANCE OF THIS MORTGAGEHEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN THE BORROWER AND THE MORTGAGOR AGREE THAT NEITHER BANK ARISING OUT OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITWAY RELATED TO THIS AGREEMENT OR THE OTHER RELATED DOCUMENTS. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO PROVIDE THE FINANCING DESCRIBED HEREIN. THIS AGREEMENT AND THE OTHER WRITTEN RELATED DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, PROCEEDING, COUNTERCLAIMCONTEMPORANEOUS, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR SUBSEQUENT ORAL AGREEMENTS OF THE DEALINGS OR PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEMPARTIES. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. EXECUTED under seal as of the date first above written. MORTGAGORBorrower: MKS INSTRUMENTSTANDY LEATHER FACTORY, INC. By:_____________: Printed Name Title Date Signed: Bank: JPMorgan Chase Bank, N.A. By: Printed Name Title Date Signed: Xxxxxxx Xxxxxxx \ CDP-9347090000000 \ STRM \ Non-Standard \ X. Xxxxxx\X.Xxxxxxxx 792231359000 \ DW000B00961592D7FB26 COMPLIANCE CERTIFICATE To: JPMorgan Chase Bank, N.A. This Compliance Certificate ("Certificate"), for the period ended____________________ Title:__________________, 20____________ Suffolk, ssis furnished pursuant to that certain Credit Agreement dated as of October 26, 2022 (as amended, modified, renewed or extended from time to time, the "Agreement") among TANDY LEATHER FACTORY, INC. November__, 1993 Then personally appeared (the above named ___________________________ of MKS Instruments, Inc."Borrower"), and acknowledged that the foregoing is the free act and deed of said corporationJPMorgan Chase Bank, before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery to the First National Bank of Boston N.A. (the "Bank") by MKS Instruments). Unless otherwise defined herein, Inc. (capitalized terms used in this Compliance Certificate have the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 meanings ascribed thereto in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as followsAgreement. THE UNDERSIGNED HEREBY CERTIFIES THAT:
Appears in 1 contract
JURY WAIVER. THE BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, PROCEEDINGTHE OBLIGATIONS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE BE, OR HAS NOT BEEN BEEN, WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. BORROWER CERTIFIES THAT NEITHER THE BANK NOR THE MORTGAGOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS AGREED WITH REPRESENTED, EXPRESSLY OR REPRESENTED TO THE OTHER OTHERWISE, THAT THE PROVISIONS BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESWAIVER OF RIGHT TO TRIAL BY JURY. EXECUTED under seal Executed as of the date first above writtenDecember 1, 2017. MORTGAGORBorrower: MKS INSTRUMENTSPlastic Printing Professionals, INCInc. By: Pxxxxx Xxxxx, Treasurer Accepted: Citizens Bank, N.A. By: Name: Dxxxxxx Xxxxxxxxx Title: Vice President LOSS PAYMENT ENDORSEMENT Endorsement to be attached to and made a part of policy No. By:_________________, dated of the _________________________ (Insurance Company) issued to Plastic Printing Professionals, Inc., herein called the named insured. Loss, if any, under this policy shall be payable to Citizens Bank, N.A. (the “Lender”), with a principal place of business at 800 Xxxxxxxx, Xxxxxx, Xxx Xxxx, as lender, pledgee, mortgagee, lienor, security interest holder, entruster, owner or in any other capacity in which it holds an insurable interest, as its interest may appear. It is understood that the Lender now has or will acquire, from time to time hereafter, an insurable interest in property insured under this policy, which interest will be established by written evidence, including without limitation warehouse receipts, bills of lading, assignments, mortgages, pledges, factoring agreements, accounts receivable financing agreements, security interest agreements, factors lien agreements, other agreements or documents, financing statements, trust receipts or records maintained by the Lender. This insurance, solely as to the interest of the Lender therein, shall not be impaired or invalidated, in whole or in part, by reason of any act or neglect of the named insured or any subsequent owner of any of the property insured under this policy, or by any change in the title of ownership of such property, or by the occupation of the premises wherein such property is located or by any breach of or failure to comply with any warranty or condition of the policy over which the Lender has no control. This policy shall not be canceled or materially changed as to the interest of the Lender, unless at least Ten (10) days (or in case of war risk coverage, at least two days) prior written notice of such cancellation or change has been given to the Lender. The Lender shall have the right, but only if it so elects, to pay any premium which may be or become due under this policy; but shall not, in any event, have the obligation to do so or any obligation or liability therefor. All other terms and conditions of the policy to which this endorsement is attached and of which it is a part remain unchanged. This endorsement cannot be changed or terminated orally. ____________________________ Title:______________________________ Suffolk, ss. November__, 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery to the First National Bank of Boston (the "Bank") by MKS Instruments, Inc. (the "Date Insurance Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:
Appears in 1 contract
JURY WAIVER. THE BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION OR PROCEEDING IN CONNECTION WITH THE LOAN DOCUMENTS, PROCEEDINGTHE OBLIGATIONS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY THE COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL AND ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE BE, OR HAS NOT BEEN BEEN, WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. BORROWER CERTIFIES THAT NEITHER THE BANK NOR THE MORTGAGOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS AGREED WITH REPRESENTED, EXPRESSLY OR REPRESENTED TO THE OTHER OTHERWISE, THAT THE PROVISIONS BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESWAIVER OF RIGHT TO TRIAL BY JURY. EXECUTED Executed as an instrument under seal as March , 2012. Borrower: CYBEX INTERNATIONAL, INC., a New York corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx, Xx. Title: President Accepted: RBS Citizens, N.A., successor by merger with Citizens Bank of Massachusetts, a national banking association By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Exhibit 3.5 PERMITTED LIENS Liens and encumbrances shown on the following documents: Matters shown in the Uniform Commercial Code search by Corporation Service Company dated March [20], 2012. Matters shown in the title searches issued in (i) Commitment for Title Insurance of First American Title Insurance Company under Commitment Number NCS-474966A-BOS-1 effective February 7, 2012 (as to Medway) and (ii) Commitment for Title Insurance, Reissue No. 1, of Chicago Title Insurance Company under Commitment Number 232270 effective January 29, 2012 (as to Owatonna). LOSS PAYMENT ENDORSEMENT Endorsement to be attached to and made a part of policy No. , dated of the date first above written. MORTGAGOR: MKS INSTRUMENTS, INC. By:_________________________________ Title:______________________________ Suffolk, ss. November__, 1993 Then personally appeared the above named ___________________________ of MKS Instruments(Insurance Company) issued to Cybex International, Inc., and acknowledged herein called the named insured. Loss, if any, under this policy shall be payable to RBS Citizens, N.A., a national banking association (the “Lender”), with a principal place of business at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as lender, pledgee, mortgagee, lienor, security interest holder, entruster, owner or in any other capacity in which it holds an insurable interest, as its interest may appear. It is understood that the foregoing is Lender now has or will acquire, from time to time hereafter, an insurable interest in property insured under this policy, which interest will be established by written evidence, including without limitation warehouse receipts, bills of lading, assignments, mortgages, pledges, factoring agreements, accounts receivable financing agreements, security interest agreements, factors lien agreements, other agreements or documents, financing statements, trust receipts or records maintained by the free act and deed of said corporationLender. This insurance, before me, ____________________________________ Notary Public Name: My commission expires: In consideration solely as to the interest of the execution and delivery Lender therein, shall not be impaired or invalidated, in whole or in part, by reason of any act or neglect of the named insured or any subsequent owner of any of the property insured under this policy, or by any change in the title of ownership of such property, or by the occupation of the premises wherein such property is located or by any breach of or failure to comply with any warranty or condition of the policy over which the Lender has no control. This policy shall not be canceled or materially changed as to the First National Bank interest of Boston the Lender, unless at least ten (the "Bank"10) by MKS Instrumentsdays’ (or in case of war risk coverage, Inc. (the "Company"at least two days) prior written notice of replacement notes with respect such cancellation or change has been given to the Term Note dated November 1Lender. The Lender shall have the right, 1993 but only if it so elects, to pay any premium which may be or become due under this policy; but shall not, in any event, have the principal amount of $10,000,000 payable obligation to the order do so or any obligation or liability therefor. All other terms and conditions of the Bank policy to which this endorsement is attached and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:which it is a part remain unchanged. This endorsement cannot be changed or terminated orally.
Appears in 1 contract
Samples: And Restated Loan Agreement (Cybex International Inc)
JURY WAIVER. THE BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, PROCEEDINGTHE OBLIGATIONS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE BE, OR HAS NOT BEEN BEEN, WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. BORROWER CERTIFIES THAT NEITHER THE BANK NOR THE MORTGAGOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS AGREED WITH REPRESENTED, EXPRESSLY OR REPRESENTED TO THE OTHER OTHERWISE, THAT THE PROVISIONS BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESWAIVER OF RIGHT TO TRIAL BY JURY. EXECUTED Executed as an instrument under seal as of the date first above writtenJune 4, 2003. MORTGAGORWitness: MKS INSTRUMENTSBorrower /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx X Xxxxxxx Xxxxxxx X. Xxxxxx Xxxxx X Xxxxxxx, INC. individually Accepted: CHICOPEE SAVINGS BANK By:___________________________: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Assistant Vice President Loan No.______ Title:______________________________ SuffolkADJUSTABLE TERM NOTE June 4, ss2003 $272,000.00 Chicopee. November__Massachusetts For value received, 1993 Then personally appeared the above named ___________________________ undersigned Xxxxx X Xxxxxxx, an individual , with an address of MKS Instruments00 Xxxxxxxxx Xxxxx, Inc.Xxxxxxxxx, and acknowledged that Xxxxxxxxxxxxx 00000-0000 (the foregoing is the free act and deed of said corporation"Borrower"), before me, ____________________________________ Notary Public Name: My commission expires: In consideration of the execution and delivery promises to pay to the First National order of CHICOPEE SAVINGS BANK, a Massachusetts Savings Bank with an address of Boston 00 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000-0000 (together with its successors and assigns, the "Bank") by MKS Instruments), Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of Two Hundred Seventy-Two Thousand Dollars and Zero Cents ($10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1272,000.00) on or before June 4, 1993 in the principal amount of $7,000,000 payable to the order of the Bank 2013 (the "Original NotesMaturity Date"), as set forth below, together with interest from the Bank date hereof on the unpaid principal balance from time to time outstanding until paid in full. The Borrower shall pay consecutive monthly installments of principal and interest, as follows: $3,158.15 on July 4, 2003, and the Company hereby agree as follows:same amount (except the last installment which shall be the unpaid balance) on the 4 m of each month thereafter. The aggregate principal balance outstanding shall initially bear interest thereon at a per annum rate equal to 7.00%. The interest rate on the aggregate principal balance shall change on June 4, 2010 (the "Change Date") to Three Percent (3.00%) above the Treasury Index. On the Change Date each monthly installment due and payable shall be recalculated (increased or reduced) to reflect the adjusted interest rate, the outstanding principal balance at such time and the remaining term of the 10 year amortization period commencing on the date of this Note in accordance with the Bank's calculation in the Bank's sole discretion.
Appears in 1 contract
Samples: Loan Agreement (Moixa Iii, Inc.)
JURY WAIVER. THE BANK (ALL PARTIES TO THIS MASTER LEASE AGREEMENT WAIVE ALL RIGHTS TO TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION, PROCEEDING, COUNTERCLAIM, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER LITIGATION PROCEDURE BASED UPON, OR PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED CONNECTION WITH OR REPRESENTED IN ANY WAY RELATED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESMASTER LEASE AGREEMENT. EXECUTED under seal as CERPROBE CORPORATION BANC ONE LEASING CORPORATION ----------------------------------------- (Name of Lessee) Lessor By: By: /s/ Randal L. Buness ----------------------------- -------------------------------------- Title: Title: Vice President & Chief Financial -------------------------- ----------------------------------- Officer Lessee's Witness:/s/ Roseann L. Tavarozzi ------------------------ Regardless of any prior, present or future oral agreement or course of dealing, no term or condition of the date first Lease may be amended, modified, waived, discharged, cancelled or terminated except by a written instrument signed by the party to be bound; except Lessee authorizes Lessor to complete the Acceptance Date of each Schedule and the serial numbers of any Equipment. CERPROBE CORPORATION ---------------------------------------- (Name of Lessee) By: /s/ Randal L. Buness ------------------------------------- Title: Vice President & Chief Financial ---------------------------------- Officer Page 4 of 4 CORPORATE MASTER LEASE ACKNOWLEDGMENT State of Arizona : -------------------- : ss County of Maricopa : ------------------- The above written. MORTGAGOR: MKS INSTRUMENTSmentioned foregoing instrument, INC. By:_________________________________ Title:______________________________ Suffolkwas acknowledged before me this 5/16, ss. November__1997 by (Officers' Name) Randal L. Buness, 1993 Then personally appeared the above named ___________________________ (Officer's Xxxxx) X.X. & X.F.O., of MKS InstrumentsCERPROBE CORPORATION, Inc., and acknowledged that the foregoing is the free act and deed of said a DELAWARE corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration on behalf of the execution and delivery to the First National Bank of Boston (the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:corporation. /s/ Laura M. Back ---------------------------------- Notary Public
Appears in 1 contract
JURY WAIVER. THE BANK (BY ITS ACCEPTANCE OF THIS MORTGAGE) YOU AND THE MORTGAGOR AGREE THAT NEITHER OF THEMAGENT HEREBY VOLUNTARILY, INCLUDING KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY ASSIGNEE OR SUCCESSOR SHALL SEEK RIGHT TO HAVE A JURY TRIAL PARTICIPATE IN RESOLVING ANY DISPUTE BETWEEN YOU AND AGENT IN ANY LAWSUITWAY RELATED TO THIS LETTER. Very truly yours, PROCEEDING[_______] By: Name: Title: BANK OF AMERICA, COUNTERCLAIMN.A., OR ANY OTHER LITIGATION PROCEDURE BASED UPONas Agent By: Name: Title: ACKNOWLEDGED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN. [INSERT NAME OF BAILEE] By: Name: Title: EXHIBIT G to Amended and Restated Loan and Security Agreement FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. EXECUTED under seal dated as of the date first above written. MORTGAGOR: MKS INSTRUMENTS[______________, INC. By:_____], is by and among [_________________________________ Title:, a ______________________________ Suffolk] (the [“Additional Borrower”][“Additional Guarantor”]), ss. November__Hydrofarm, 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc.LLC (“Hydrofarm”, and acknowledged in its capacity as borrower agent, the “Borrower Agent”), and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Agent”) under that certain Amended and Restated Loan and Security Agreement, dated as of November 8, 2017 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the foregoing “Loan Agreement ”), by and among the Obligors, the Lenders and the Agent. Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Loan Agreement. The [Additional Borrower][Additional Guarantor] is an additional Obligor, and, consequently, the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration Obligors are required by Section 10.1(i) of the execution and delivery Loan Agreement to cause the First National Bank of Boston ([Additional Borrower][Additional Guarantor] [to become a “Borrower” thereunder][enter into a Guaranty]. Accordingly, the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank [Additional Borrower][Additional Guarantor] and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company Borrower Agent hereby agree as followsfollows with the Agent, for the benefit of the Lenders:
Appears in 1 contract
Samples: Loan and Security Agreement (Hydrofarm Holdings Group, Inc.)
JURY WAIVER. THE BANK PARTIES HERETO ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO TRIAL BY ITS ACCEPTANCE JURY IN THE EVENT OF THIS MORTGAGE) AND LITIGATION REGARDING THE MORTGAGOR AGREE THAT NEITHER OF THEMPERFORMANCE OR ENFORCEMENT OF, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OFWAY RELATED TO, THIS MORTGAGEAGREEMENT. Addresses: COMERICA BANK—TEXAS Comerica Bank—Texas X.X. Xxx 000000 Xxxxxx, ANY RELATED INSTRUMENTSXxxxx 00000-0000 Attention: Xxxxx Xxxx By: /s/ XXXXX XXXX Xxxxx Xxxx, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGORVice President Address: PLEDGOR: 0000 X. X'Xxxxxx Boulevard., AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. EXECUTED under seal as of the date first above written. MORTGAGOR: MKS INSTRUMENTSSuite 500 Irving, Texas 75039 XXXXXX GROUP, INC. By:_________________________________ Title:______________________________ Suffolk: /s/ XXX XXXXXX Xxx Xxxxxx, ssCFO and Vice President Address: ISSUER: c/x Xxxxxx Group, Inc. 0000 X. X'Xxxxxx Boulevard, Suite 500 Irving, Texas 75039 XXXXXX GROUP CONSULTING (SHANGHAI) CO., LTD. November__, 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public By: /s/ XXX XXXXXX Name: My commission expiresXxx Xxxxxx Title: In Director Issuer Owner of Stock or Equity Interest Percentage Ownership and Type of Stock or Equity Interest Number of Shares Certificate Numbers Xxxxxx Group Consulting (Shanghai) Co., Ltd. Xxxxxx Group, Inc. 100% of capital voting stock, shares, or other ownership interest in Xxxxxx Group Consulting (Shanghai) Co., Ltd. Uncertificated Securities Amended and Restated Advance Formula Agreement As of November 26, 2002, this Agreement is made between XXXXXX GROUP, INC. ("Borrower" or "Debtor") and COMERICA BANK—TEXAS, a Texas banking association ("Bank"). For and in consideration of the execution loans and delivery other credit which Borrower may now or hereafter obtain or request from Bank which are secured pursuant to the First National Bank security agreements and other agreements as may be executed and delivered by Borrower from time to time for the benefit of Boston (the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1and for other good and valuable consideration, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree Borrower agrees as follows:
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JURY WAIVER. THE BANK (PURCHASER AND SELLER DO HEREBY KNOWINGLY, VOLUNTARILY ----------- AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY ITS ACCEPTANCE JURY IN RESPECT OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPONHEREON, OR ARISING OUT OF, OR UNDER OR IN CONNECTION WITH THIS MORTGAGEAGREEMENT, THE DOCUMENTS DELIVERED BY PURCHASER AT CLOSING OR SELLER AT CLOSING, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ANY ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THIS AGREEMENT OR THE PROPERTY (INCLUDING WITHOUT LIMITATION, ANY RELATED INSTRUMENTS, ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND ANY COLLATERAL CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO AND ACCEPT THIS AGREEMENT AND THE DEALINGS OR DOCUMENTS DELIVERED BY PURCHASER AT CLOSING AND SHALL SURVIVE THE RELATIONSHIP BETWEEN OR AMONG ANY CLOSING OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS TERMINATION OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGORAGREEMENT. PURCHASER: Date of Execution T REIT L.P., AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. EXECUTED under seal as of the date first above written. MORTGAGORby Purchaser: MKS INSTRUMENTSa Virginia limited partnership ______________________ By: T REIT, INC. a Virginia corporation, its General Partner By:__________________________________________ Name:_____________________________________ Title:______________________________ Suffolk, ss. November__, 1993 Then personally appeared the above named _______ SELLER: CMF CAPITAL COMPANY L.L.C., a Delaware limited liability company Date of Execution by Seller: By: GE CAPITAL REALTY GROUP, INC., Oct. 25, 2000 a Texas corporation, its Attorney-in-Fact ______________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public By: /s/ Xxxxx Xxxx ------------------------------------------- Name: My commission expiresXxxxx Xxxx ----------------------------------------- Title: In consideration of the execution and delivery to the First National Bank of Boston (the "Bank") by MKS Instruments, Inc. (the "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:VP ---------------------------------------- COVENANTS NOT TO XXX SELLER UNDER THE DTPA OR ANY SUCH SIMILAR CONSUMER PROTECTION LAW.
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JURY WAIVER. THE BANK (ALL PARTIES TO THIS MASTER LEASE AGREEMENT WAIVE ALL RIGHTS TO TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION, PROCEEDING, COUNTERCLAIM, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER LITIGATION PROCEDURE BASED UPON, OR PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. NEITHER THE BANK NOR THE MORTGAGOR SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED CONNECTION WITH OR REPRESENTED IN ANY WAY RELATED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESMASTER LEASE AGREEMENT. EXECUTED under seal as of the date first above written. MORTGAGOR: MKS INSTRUMENTSBANC ONE LEASING CORPORATION KENDXX XXXEARCH ASSOCIATES, INC. -------------------------------- (Name of Lessee) Lessor By:_________________________________ : /S/ Anthxxx Xxxx By: /S/ Timoxxx X. Xxxxxx --------------------- ----------------------- Title:______________________________ Suffolk: Lending Authority Title: Vice President - Finance ------------------ ---------------------------- -------------------------------------------------------------------------------- Regardless of any prior, ss. November__present or future oral agreement or course of dealing, 1993 Then personally appeared the above named ___________________________ of MKS Instruments, Inc., and acknowledged that the foregoing is the free act and deed of said corporation, before me, ____________________________________ Notary Public Name: My commission expires: In consideration no term or condition of the execution Lease may be amended, modified, waived, discharged, cancelled or terminated KENDXX XXXEARCH ASSOCIATES, INC. except by a cancelled or terminated -------------------------------- except by a written instrument signed (Name of Lessee) by the party to be bound; except Lessee authorizes Lessor to complete the Acceptance Date of each Schedule and delivery the serial numbers of the Equipment. By: /S/ Timoxxx X. Xxxxxx --------------------- Title: Vice President - Finance ------------------------ Date:November 27, 1996 ----------------- Master Lease Agreement Dated:November 27, 1996 ----------------- Lessee: KENDXX XXXEARCH ASSOCIATES, INC. Reference is made to the First National Bank of Boston Master Lease Agreement identified above (the "BankMaster Lease") by MKS Instruments, Inc. and between BANC ONE LEASING CORPORATION (the "CompanyLessor") and the Lessee identified above ("Lessee"). This Addendum I modifies the terms and conditions of replacement notes with respect to the Term Note dated November 1Master Lease. Unless otherwise defined herein, 1993 capitalized terms defined in the principal amount of $10,000,000 payable to Master Lease shall have the order same meaning when used herein. As part of the Bank and valuable consideration to induce the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order execution of the Bank (the "Original Notes")Master Lease, the Bank Lessor and the Company Lessee hereby agree as follows:
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JURY WAIVER. THE BORROWER AND BANK (EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, WAIVE ANY AND ALL RIGHTS TO A TRIAL BY ITS ACCEPTANCE OF THIS MORTGAGE) AND THE MORTGAGOR AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY LAWSUITACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, PROCEEDINGTHE OBLIGATIONS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS MORTGAGE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR IN ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH. THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM. BORROWER CERTIFIES THAT NEITHER THE BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE MORTGAGOR SHALL BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING, SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY ENFORCE THIS WAIVER OF RIGHT TO TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE MORTGAGOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE BANK NOR THE MORTGAGOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCESJURY. EXECUTED under seal as of the date first above written. MORTGAGORWitness: MKS INSTRUMENTSBPI PACKAGING TECHNOLOGIES, INC. By: /s/ Xxxxxx Xxxxxxxxx ------------------ ----------------------- ACCEPTED: FOOTHILL CAPITAL CORPORATION By:_________________________________ Title:______________________________ COMMONWEALTH OF MASSACHUSETTS Suffolk, ss. November__ss November 25, 1993 1996 Then personally appeared the above named ___________________________ above-named, Xxxxxx X. Xxxxxxxxx, the CEO of MKS InstrumentsBPI Packaging Technologies, Inc., and acknowledged that the foregoing is the instrument to be his/her free act and deed on behalf of said corporationBPI Packaging Technologies, Inc., before me, ____________________________________ --------------------------------------- , Notary Public NameMy Commission Expires: My commission expires: In consideration of the execution November 2, 2002 Pledge and delivery to the First National Bank of Boston (the "Bank") by MKS InstrumentsSecurity Agreement Among Foothill Capital Corporation and BPI Packaging Technologies, Inc. (the Schedule "Company") of replacement notes with respect to the Term Note dated November 1, 1993 in the principal amount of $10,000,000 payable to the order of the Bank and the Demand Revolving Credit Note dated November 1, 1993 in the principal amount of $7,000,000 payable to the order of the Bank (the "Original Notes"), the Bank and the Company hereby agree as follows:A" ------------
Appears in 1 contract
Samples: Pledge and Security Agreement (Bpi Packaging Technologies Inc)
