MUTUAL WAIVER OF RIGHT TO JURY TRIAL. THE LENDER AND THE BORROWER EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS AGREEMENT; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN THE LENDER AND THE BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF THE LENDER OR THE BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH THE LENDER OR THE BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. Borrower: IAC HOLDINGS CORP. By: /s/ James A. Read ---------------------------------- Name: James A. Read Title: President Lender: INTERNATIONAL MEZZANINE CAPITAL B.V. By: /s/ Steven Khadavi ---------------------------------- Name: Steven Khadavi Xxtle: Attorney-in-Fact SCHEDULE 7.2 Subsidiaries Industrial Acoustics Company, Inc. EXHIBIT A PROMISSORY NOTE IAC HOLDINGS CORP. U.S. $16,918,667 New York, New York March 19, 1998 FOR VALUE RECEIVED, IAC HOLDINGS CORP., a Delaware corporation (the "Borrower"), hereby promises to pay to INTERNATIONAL MEZZANINE CAPITAL B.V. (the "Lender") or its registered assigns, in lawful money of the United States of America in immediately available funds, on the dates and in the amounts set forth in the Agreement (as defined below), the aggregate principal sum of SIXTEEN MILLION NINE HUNDRED EIGHTEEN THOUSAND SIX HUNDRED SIXTY SEVEN U.S. DOLLARS ($16,918,667). The Borrower promises to pay interest on the aggregate unpaid principal amount hereof in like money from the date hereof until paid at the rates and at the times provided in the Agreement. This Note is the Promissory Note referred to in the Loan Agreement, dated as of March 19, 1998 (the "Agreement"), by and between the Borrower and the Lender, and is entitled to the benefits thereof and shall be subject to the provisions thereof. This Note is also entitled to the benefits of each of the Loan Documents (as defined in the Agreement). As provided in the Agreement, this Note is subject to mandatory and voluntary prepayment, in whole or in part. If an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand for payment, protest, notice of dishonor, and, except as expressly set forth in the Agreement, any and all other notices or demands of any kind in connection with the delivery, performance, default or enforcement of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. IAC HOLDINGS CORP. By: Name: Title:
Appears in 1 contract
Samples: Loan Agreement (International Mezzanine Investment N V)
MUTUAL WAIVER OF RIGHT TO JURY TRIAL. THE LENDER AND THE BORROWER EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS AGREEMENT; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN THE LENDER AND THE BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF THE LENDER OR THE BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH THE LENDER OR THE BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. Borrower: IAC HOLDINGS CORP. By: /s/ James A. Read ---------------------------------- ------------------------------- Name: James A. Read Title: President Lender: INTERNATIONAL MEZZANINE CAPITAL B.V. By: /s/ Steven Khadavi ---------------------------------- -------------------------------- Name: Steven Khadavi XxtleXxxle: Attorney-in-Fact SCHEDULE 7.2 Subsidiaries Industrial Acoustics Company, Inc. EXHIBIT A PROMISSORY NOTE IAC HOLDINGS CORP. U.S. $16,918,667 New York, New York March 19, 1998 FOR VALUE RECEIVED, IAC HOLDINGS CORP., a Delaware corporation (the "Borrower"), hereby promises to pay to INTERNATIONAL MEZZANINE CAPITAL B.V. (the "Lender") or its registered assigns, in lawful money of the United States of America in immediately available funds, on the dates and in the amounts set forth in the Agreement (as defined below), the aggregate principal sum of SIXTEEN MILLION NINE HUNDRED EIGHTEEN THOUSAND SIX HUNDRED SIXTY SEVEN U.S. DOLLARS ($16,918,667). The Borrower promises to pay interest on the aggregate unpaid principal amount hereof in like money from the date hereof until paid at the rates and at the times provided in the Agreement. This Note is the Promissory Note referred to in the Loan Agreement, dated as of March 19, 1998 (the "Agreement"), by and between the Borrower and the Lender, and is entitled to the benefits thereof and shall be subject to the provisions thereof. This Note is also entitled to the benefits of each of the Loan Documents (as defined in the Agreement). As provided in the Agreement, this Note is subject to mandatory and voluntary prepayment, in whole or in part. If an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand for payment, protest, notice of dishonor, and, except as expressly set forth in the Agreement, any and all other notices or demands of any kind in connection with the delivery, performance, default or enforcement of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. IAC HOLDINGS CORP. By: Name: Title:
Appears in 1 contract
Samples: Loan Agreement (Iac Holdings Corp)
MUTUAL WAIVER OF RIGHT TO JURY TRIAL. THE LENDER SILICON AND THE BORROWER EACH GUARANTOR HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ACTION, CLAIM, LAWSUIT OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS AGREEMENTGUARANTEE OR ANY SUPPLEMENT SILICON VALLEY BANK CROSS-CORPORATE CONTINUING GUARANTY OR AMENDMENT THERETO; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN THE LENDER SILICON AND THE BORROWERGUARANTOR ; OR (iii) ANY BREACH, CONDUCT, ACTS OR OMISSIONS OF THE LENDER SILICON OR THE BORROWER GUARANTOR OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS PERSON AFFILIATED WITH THE LENDER OR THE BORROWERREPRESENTING SILICON OR GUARANTOR; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BorrowerGuarantor Signature: IAC HOLDINGS CORP. By: /s/ James A. Read ---------------------------------- Name: James A. Read Title: President Lender: INTERNATIONAL MEZZANINE CAPITAL B.V. By: /s/ Steven Khadavi ---------------------------------- Name: Steven Khadavi Xxtle: Attorney-in-Fact SCHEDULE 7.2 Subsidiaries Industrial Acoustics CompanyXxxxxxx, Inc. EXHIBIT By /s/ Xxxxxxx Xxxxxxx --------------------------------- Title SVP / CFO / Secretary CERTIFIED RESOLUTION - GUARANTEE GUARANTOR: XXXXXXX, INC. A PROMISSORY NOTE IAC HOLDINGS CORP. U.S. $16,918,667 New York, New York March 19, 1998 FOR VALUE RECEIVED, IAC HOLDINGS CORP., a Delaware corporation (the "Borrower"), hereby promises to pay to INTERNATIONAL MEZZANINE CAPITAL B.V. (the "Lender") or its registered assigns, in lawful money of the United States of America in immediately available funds, on the dates and in the amounts set forth in the Agreement (as defined below), the aggregate principal sum of SIXTEEN MILLION NINE HUNDRED EIGHTEEN THOUSAND SIX HUNDRED SIXTY SEVEN U.S. DOLLARS ($16,918,667). The Borrower promises to pay interest on the aggregate unpaid principal amount hereof in like money from the date hereof until paid at the rates and at the times provided in the Agreement. This Note is the Promissory Note referred to in the Loan Agreement, dated as of March 19, 1998 (the "Agreement"), by and between the Borrower and the Lender, and is entitled to the benefits thereof and shall be subject to the provisions thereof. This Note is also entitled to the benefits of each of the Loan Documents (as defined in the Agreement). As provided in the Agreement, this Note is subject to mandatory and voluntary prepayment, in whole or in part. If an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand for payment, protest, notice of dishonor, and, except as expressly set forth in the Agreement, any and all other notices or demands of any kind in connection with the delivery, performance, default or enforcement of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. IAC HOLDINGS CORP. ByDELAWARE DATE: Name: Title:JANUARY 9, 2003 I, the undersigned, Secretary or Assistant Secretary of the above-named corporation, a corporation organized under the laws of the state set forth above, do hereby certify that the following is a full, true and correct copy of resolutions duly and regularly adopted by the Board of Directors of said corporation as required by law, and by the by-laws of said corporation, and that said resolutions are still in full force and effect and have not been in any way modified, repealed, rescinded, amended or revoked.
Appears in 1 contract
Samples: Quinton Cardiology Systems Inc
MUTUAL WAIVER OF RIGHT TO JURY TRIAL. THE LENDER SILICON AND THE BORROWER EACH GUARANTOR HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ACTION, CLAIM, LAWSUIT OR PROCEEDING BASED UPON, SILICON VALLEY BANK CROSS-CORPORATE CONTINUING GUARANTY ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS AGREEMENTGUARANTEE OR ANY SUPPLEMENT OR AMENDMENT THERETO; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN THE LENDER SILICON AND THE BORROWERGUARANTOR ; OR (iii) ANY BREACH, CONDUCT, ACTS OR OMISSIONS OF THE LENDER SILICON OR THE BORROWER GUARANTOR OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS PERSON AFFILIATED WITH THE LENDER OR THE BORROWERREPRESENTING SILICON OR GUARANTOR; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BorrowerGuarantor Signature: IAC HOLDINGS CORP. By: /s/ James A. Read ---------------------------------- Name: James A. Read Title: President Lender: INTERNATIONAL MEZZANINE CAPITAL B.V. By: /s/ Steven Khadavi ---------------------------------- Name: Steven Khadavi Xxtle: Attorney-in-Fact SCHEDULE 7.2 Subsidiaries Industrial Acoustics CompanyXxxxxxx Cardiology Systems, Inc. EXHIBIT By /s/ Xxxxxxx Xxxxxxx --------------------------------- Title SVP / CFO / Secretary Guarantor Signature: Xxxxxxx, Inc. By /s/ Xxxxxxx Xxxxxxx --------------------------------- Title SVP / CFO / Secretary CERTIFIED RESOLUTION - GUARANTEE GUARANTOR: XXXXXXX CARDIOLOGY SYSTEMS, INC. A PROMISSORY NOTE IAC HOLDINGS CORP. U.S. $16,918,667 New York, New York March 19, 1998 FOR VALUE RECEIVED, IAC HOLDINGS CORP., a Delaware corporation (the "Borrower"), hereby promises to pay to INTERNATIONAL MEZZANINE CAPITAL B.V. (the "Lender") or its registered assigns, in lawful money of the United States of America in immediately available funds, on the dates and in the amounts set forth in the Agreement (as defined below), the aggregate principal sum of SIXTEEN MILLION NINE HUNDRED EIGHTEEN THOUSAND SIX HUNDRED SIXTY SEVEN U.S. DOLLARS ($16,918,667). The Borrower promises to pay interest on the aggregate unpaid principal amount hereof in like money from the date hereof until paid at the rates and at the times provided in the Agreement. This Note is the Promissory Note referred to in the Loan Agreement, dated as of March 19, 1998 (the "Agreement"), by and between the Borrower and the Lender, and is entitled to the benefits thereof and shall be subject to the provisions thereof. This Note is also entitled to the benefits of each of the Loan Documents (as defined in the Agreement). As provided in the Agreement, this Note is subject to mandatory and voluntary prepayment, in whole or in part. If an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand for payment, protest, notice of dishonor, and, except as expressly set forth in the Agreement, any and all other notices or demands of any kind in connection with the delivery, performance, default or enforcement of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. IAC HOLDINGS CORP. ByCALIFORNIA DATE: Name: Title:DECEMBER 30, 2002 I, the undersigned, Secretary or Assistant Secretary of the above-named corporation, a corporation organized under the laws of the state set forth above, do hereby certify that the following is a full, true and correct copy of resolutions duly and regularly adopted by the Board of Directors of said corporation as required by law, and by the by-laws of said corporation, and that said resolutions are still in full force and effect and have not been in any way modified, repealed, rescinded, amended or revoked.
Appears in 1 contract
Samples: Quinton Cardiology Systems Inc
MUTUAL WAIVER OF RIGHT TO JURY TRIAL. THE LENDER AND THE BORROWER EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (iI) THIS AGREEMENT; OR (iiII) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN THE LENDER AND THE BORROWER; OR (iiiIII) ANY CONDUCT, ACTS OR OMISSIONS OF THE LENDER OR THE BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH THE LENDER OR THE BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BorrowerBORROWER: IAC HOLDINGS CORP. By: /s/ James A. Read ---------------------------------- Name: James A. Read Title: President Lender: INTERNATIONAL MEZZANINE CAPITAL B.V. By: /s/ Steven Khadavi ---------------------------------- Name: Steven Khadavi Xxtle: Attorney-in-Fact SCHEDULE 7.2 Subsidiaries Industrial Acoustics Company, Inc. EXHIBIT A PROMISSORY NOTE IAC HOLDINGS CORP. U.S. $16,918,667 New York, New York March 19, 1998 FOR VALUE RECEIVED, IAC HOLDINGS CORPDATATEC INDUSTRIES INC., a Delaware corporation (A NEW JERSEY CORPORATION BY /S/ JXXXX X. XXXX ------------------------------------------------- LENDER: FINOVA CAPITAL CORPORATION, A DELAWARE CORPORATION BY /S/ T. XXXXX ------------------------------------------------- TITLE VICE PRESIDENT To the "Borrower"), hereby promises extent the foregoing Loan Agreement contains provisions which purport to pay extend to INTERNATIONAL MEZZANINE CAPITAL B.V. (the "Lender") or its registered assigns, in lawful money and bind any of the United States of America in immediately available funds, on the dates and in the amounts set forth in the Agreement (as defined below)other Loan Parties, the aggregate principal sum undersigned hereby adopt and agree to be bound by the terms and provisions of SIXTEEN MILLION NINE HUNDRED EIGHTEEN THOUSAND SIX HUNDRED SIXTY SEVEN U.S. DOLLARS ($16,918,667). The Borrower promises to pay interest on the aggregate unpaid principal amount hereof in like money from the date hereof until paid at the rates and at the times provided in the Agreement. This Note is the Promissory Note referred to in the this Loan Agreement, dated as of March 19and hereby make and deliver all representations, 1998 (the "Agreement"), by and between the Borrower and the Lenderwarranties, and is entitled covenants in favor of Lender which by their terms extend to the benefits thereof and shall be subject to the provisions thereofLoan Parties or any of them. GLASGAL COMMUNICATIONS, INC., A DELAWARE CORPORATION BY /S/ JXXXX X. XXXX ------------------------------------------------- HH COMMUNICATIONS, INC., AN ILLINOIS CORPORATION BY /S/ JXXXX X. XXXX ------------------------------------------------- COMPUTED-AIDED SOFTWARE INTEGRATION, INC., A DELAWARE CORPORATION BY ------------------------------------------------- FINOVA SCHEDULE TO LOAN AND SECURITY AGREEMENT BORROWER: DATATEC INDUSTRIES INC. ADDRESS: 20 XXXXXXX XXXX XXXXXXXXX, XXX XXXXXX 00000 DATE: MARCH 17, 1997 This Note is also entitled to the benefits of each Schedule forms an integral part of the Loan Documents (as defined in and Security Agreement between the Agreement). As provided in above Borrower and FINOVA Capital Corporation dated the Agreementabove date, this Note is subject to mandatory and voluntary prepayment, in whole or in part. If an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand for payment, protest, notice of dishonor, and, except as expressly set forth in the Agreement, any and all other notices or demands of any kind in connection with the delivery, performance, default or enforcement of references herein and therein to "this NoteAgreement" shall be deemed to refer to said Agreement and to this Schedule. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. IAC HOLDINGS CORP. By: Name: Title:================================================================================ TOTAL FACILITY (SECTION 1.1): $17,000,000.00 ================================================================================ LOANS (SECTION 1.2):
Appears in 1 contract
Samples: Finova Loan and Security Agreement (Glasgal Communications Inc)
MUTUAL WAIVER OF RIGHT TO JURY TRIAL. THE LENDER FINOVA AND THE BORROWER EACH HEREBY WAIVE WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (iI) THIS AGREEMENT; OR (iiII) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN THE LENDER FINOVA AND THE BORROWER; OR (iiiIII) ANY CONDUCT, ACTS OR OMISSIONS OF THE LENDER FINOVA OR THE BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH THE LENDER FINOVA OR THE BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BorrowerBORROWER: IAC HOLDINGS CORP. ByPERFORMANCE PRINTING CORPORATION BY: /s/ James A. Read ---------------------------------- Name/S/ ----------------------------- PRESIDENT AND CHIEF EXECUTIVE OFFICER FINOVA: James A. Read TitleFINOVA CAPITAL CORPORATION BY: President Lender/S/ ----------------------------- TITLE --------------------------- SCHEDULE TO LOAN AND SECURITY AGREEMENT BORROWER: INTERNATIONAL MEZZANINE CAPITAL B.V. ByPERFORMANCE PRINTING CORPORATION ADDRESS: /s/ Steven Khadavi ---------------------------------- Name3012 XXXXXXXXX XXXXXX, XXXXX 00000 XXTE: Steven Khadavi Xxtle: Attorney-in-Fact SCHEDULE 7.2 Subsidiaries Industrial Acoustics Company, Inc. EXHIBIT A PROMISSORY NOTE IAC HOLDINGS CORP. U.S. $16,918,667 New York, New York March AS OF DECEMBER 19, 1998 FOR VALUE RECEIVED, IAC HOLDINGS CORP., a Delaware corporation (the "Borrower"), hereby promises to pay to INTERNATIONAL MEZZANINE CAPITAL B.V. (the "Lender") or its registered assigns, in lawful money of the United States of America in immediately available funds, on the dates and in the amounts set forth in the Agreement (as defined below), the aggregate principal sum of SIXTEEN MILLION NINE HUNDRED EIGHTEEN THOUSAND SIX HUNDRED SIXTY SEVEN U.S. DOLLARS ($16,918,667). The Borrower promises to pay interest on the aggregate unpaid principal amount hereof in like money from the date hereof until paid at the rates and at the times provided in the Agreement. 1996 This Note is the Promissory Note referred to in the Loan Agreement, dated as of March 19, 1998 (the "Agreement"), by and between the Borrower and the Lender, and is entitled to the benefits thereof and shall be subject to the provisions thereof. This Note is also entitled to the benefits of each Schedule forms an integral part of the Loan Documents (as defined in and Security Agreement between the Agreement). As provided in above Borrower and FINOVA Capital Corporation dated the Agreementabove date, this Note is subject to mandatory and voluntary prepayment, in whole or in part. If an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand for payment, protest, notice of dishonor, and, except as expressly set forth in the Agreement, any and all other notices or demands of any kind in connection with the delivery, performance, default or enforcement of references herein and therein to "this NoteAgreement" shall be deemed to refer to said Agreement and to this Schedule. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. IAC HOLDINGS CORP. By: Name: Title:================================================================================ TOTAL FACILITY (SECTION 1.1): $3,500,000.00 ================================================================================ LOANS (SECTION 1.2):
Appears in 1 contract
Samples: Loan and Security Agreement (Performance Printing Corp)
MUTUAL WAIVER OF RIGHT TO JURY TRIAL. THE LENDER SILICON AND THE BORROWER EACH GUARANTOR HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ACTION, CLAIM, LAWSUIT OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (iI) THIS AGREEMENTGUARANTEE OR ANY SUPPLEMENT OR AMENDMENT THERETO; OR (iiII) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN THE LENDER SILICON AND THE BORROWERGUARANTOR; OR (iiiIII) ANY BREACH, CONDUCT, ACTS OR OMISSIONS OF THE LENDER SILICON OR THE BORROWER GUARANTOR OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS PERSON AFFILIATED WITH THE LENDER OR THE BORROWERREPRESENTING SILICON OR GUARANTOR; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. Borrower: IAC HOLDINGS CORP. By: /s/ James A. Read ---------------------------------- Name: James A. Read Title: President Lender: INTERNATIONAL MEZZANINE CAPITAL B.V. By: /s/ Steven Khadavi ---------------------------------- Name: Steven Khadavi Xxtle: Attorney-in-Fact SCHEDULE 7.2 Subsidiaries Industrial Acoustics CompanyWITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES' AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, Inc. EXHIBIT IF THE ABOVE WAIVER OF THE RIGHT TO A PROMISSORY NOTE IAC HOLDINGS CORP. U.S. $16,918,667 New YorkTRIAL BY JURY IS NOT ENFORCEABLE, New York March 19THE PARTIES HERETO AGREE THAT ANY AND ALL DISPUTES OR CONTROVERSIES OF ANY NATURE BETWEEN THEM ARISING AT ANY TIME SHALL BE DECIDED BY A REFERENCE TO A PRIVATE JUDGE, 1998 FOR VALUE RECEIVEDMUTUALLY SELECTED BY THE PARTIES (OR, IAC HOLDINGS CORP.IF THEY CANNOT AGREE, a Delaware corporation BY THE PRESIDING JUDGE OF THE SANTA CLARA COUNTY, CALIFORNIA SUPERIOR COURT) APPOINTED IN ACCORDANCE WITH XXXXFORNIA CODE OF CIVIL PROCEDURE SECTION 638 (the "Borrower"OR PURSUANT TO COMPARABLE PROVISIONS OF FEDERAL LAW IF THE DISPUTE FALLS WITHIN THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS), hereby promises to pay to INTERNATIONAL MEZZANINE CAPITAL B.V. (the "Lender") or its registered assignsSITTING WITHOUT A JURY, in lawful money of the United States of America in immediately available fundsIN SANTA CLARA COUNTY, on the dates and in the amounts set forth in the Agreement (as defined below), the aggregate principal sum of SIXTEEN MILLION NINE HUNDRED EIGHTEEN THOUSAND SIX HUNDRED SIXTY SEVEN U.S. DOLLARS ($16,918,667)CALIFORNIA; AND THE PARTIES HEREBY SUBMIT TO THE JURISDXXXXXN OF SUCH COURT. The Borrower promises to pay interest on the aggregate unpaid principal amount hereof in like money from the date hereof until paid at the rates and at the times provided in the Agreement. This Note is the Promissory Note referred to in the Loan Agreement, dated as of March 19, 1998 (the "Agreement"), by and between the Borrower and the Lender, and is entitled to the benefits thereof and shall be subject to the provisions thereof. This Note is also entitled to the benefits of each of the Loan Documents (as defined in the Agreement). As provided in the Agreement, this Note is subject to mandatory and voluntary prepayment, in whole or in part. If an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand for payment, protest, notice of dishonor, and, except as expressly set forth in the Agreement, any and all other notices or demands of any kind in connection with the delivery, performance, default or enforcement of this Note. THIS NOTE THE REFERENCE PROCEEDINGS SHALL BE GOVERNED BY CONDUCTED PURSUANT TO AND CONSTRUED IN ACCORDANCE WITH THE LAWS PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SS.SS. 638 THROUGH 645.1, INCLUSIVE. THE STATE OF NEW YORK PRIVATE JUDGE SHALL HAVE THE XXXXR, AMONG OTHERS, TO GRANT PROVISIONAL RELIEF, INCLUDING WITHOUT REGARD LIMITATION, ENTERING TEMPORARY RESTRAINING ORDERS, ISSUING PRELIMINARY AND PERMANENT INJUNCTIONS AND APPOINTING RECEIVERS. ALL SUCH PROCEEDINGS SHALL BE CLOSED TO THE PRINCIPLES PUBLIC AND CONFIDENTIAL AND ALL RECORDS RELATING THERETO SHALL BE PERMANENTLY SEALED. IF DURING THE COURSE OF CONFLICT ANY DISPUTE, A PARTY DESIRES TO SEEK PROVISIONAL RELIEF, BUT A JUDGE HAS NOT BEEN APPOINTED AT THAT POINT PURSUANT TO THE JUDICIAL REFERENCE PROCEDURES, THEN SUCH PARTY MAY APPLY TO THE SANTA CLARA COUNTY, CALIFORNIA SUPERIOR COURT FOR SUCH RELIEF. THE PROCEEDIXX XXFORE THE PRIVATE JUDGE SHALL BE CONDUCTED IN THE SAME MANNER AS IT WOULD BE BEFORE A COURT UNDER THE RULES OF LAWSEVIDENCE APPLICABLE TO JUDICIAL PROCEEDINGS. IAC HOLDINGS CORPTHE PARTIES SHALL BE ENTITLED TO DISCOVERY WHICH SHALL BE CONDUCTED IN THE SAME MANNER AS IT WOULD BE BEFORE A COURT UNDER THE RULES OF DISCOVERY APPLICABLE TO JUDICIAL PROCEEDINGS. ByTHE PRIVATE JUDGE SHALL OVERSEE DISCOVERY AND MAY ENFORCE ALL DISCOVERY RULES AND ORDER APPLICABLE TO JUDICIAL PROCEEDINGS IN THE SAME MANNER AS A TRIAL COURT JUDGE. THE PARTIES AGREE THAT THE SELECTED OR APPOINTED PRIVATE JUDGE SHALL HAVE THE POWER TO DECIDE ALL ISSUES IN THE ACTION OR PROCEEDING, WHETHER OF FACT OR OF LAW, AND SHALL REPORT A STATEMENT OF DECISION THEREON PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE SS. 644(A). NOTHING IN THIS PARAGRAPH SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL, OR OBTAIN PROVISIONAL REMEDIES. THE PRIVATE JUDGE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS PARAGRAPH. Guarantor Signature: NameSysview Technology, Inc. By /S/ WILLIAM HAWKINS ------------------------------ Title: COO/CFO ------------------------------ Guarantor Signature: Syscan, Inc. By /S/ WILLIAM HAWKINS ------------------------------ Title:: COO/CFO ------------------------------
Appears in 1 contract
Samples: Sysview Technology, Inc.
MUTUAL WAIVER OF RIGHT TO JURY TRIAL. THE LENDER FINOVA AND THE BORROWER EACH HEREBY WAIVE WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS AGREEMENT; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN THE LENDER FINOVA AND THE BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF THE LENDER FINOVA OR THE BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH THE LENDER FINOVA OR THE BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. Borrower: IAC HOLDINGS CORPBOCA RESEARCH, INC. Fed. Tax ID #______________________ By_______________________________ President or Vice President On this ____ day of _______________, 1998, personally came before me ____________________ to me known, who being by me duly sworn, did depose and say that he is the __________________ of ______________________ , the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto, by like order. ------------------------------- Notary Public FINOVA: /s/ James A. Read ---------------------------------- NameFINOVA CAPITAL CORPORATION By_______________________________ Title______________________________ Schedule to Loan and Security Agreement Borrower: James A. Read TitleBOCA RESEARCH, INC. Address: President Lender0000 Xxxxx Xxxxx Road Boca Raton, Florida 33487 Date: INTERNATIONAL MEZZANINE CAPITAL B.V. By: /s/ Steven Khadavi ---------------------------------- Name: Steven Khadavi Xxtle: Attorney-in-Fact SCHEDULE 7.2 Subsidiaries Industrial Acoustics Company, Inc. EXHIBIT A PROMISSORY NOTE IAC HOLDINGS CORP. U.S. $16,918,667 New York, New York March 19November ___, 1998 FOR VALUE RECEIVED, IAC HOLDINGS CORP., a Delaware corporation (the "Borrower"), hereby promises to pay to INTERNATIONAL MEZZANINE CAPITAL B.V. (the "Lender") or its registered assigns, in lawful money of the United States of America in immediately available funds, on the dates and in the amounts set forth in the Agreement (as defined below), the aggregate principal sum of SIXTEEN MILLION NINE HUNDRED EIGHTEEN THOUSAND SIX HUNDRED SIXTY SEVEN U.S. DOLLARS ($16,918,667). The Borrower promises to pay interest on the aggregate unpaid principal amount hereof in like money from the date hereof until paid at the rates and at the times provided in the Agreement. This Note is the Promissory Note referred to in the Loan Agreement, dated as of March 19, 1998 (the "Agreement"), by and between the Borrower and the Lender, and is entitled to the benefits thereof and shall be subject to the provisions thereof. This Note is also entitled to the benefits of each Schedule forms an integral part of the Loan Documents (as defined in and Security Agreement between the Agreement). As provided in above Borrower and FINOVA Capital Corporation dated the Agreementabove date, this Note is subject to mandatory and voluntary prepayment, in whole or in part. If an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand for payment, protest, notice of dishonor, and, except as expressly set forth in the Agreement, any and all other notices or demands of any kind in connection with the delivery, performance, default or enforcement of references herein and therein to "this NoteAgreement" shall be deemed to refer to said Agreement and to this Schedule. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. IAC HOLDINGS CORP. By: Name: Title:==================================================================================================================================== DEFINITIONS (SECTION 1):
Appears in 1 contract
