Spousal Waiver. The undersigned acknowledges that she is the spouse of XXXXXX X. XXXXXXX (the “Guarantor”), who executed the Indemnity Guaranty to which this Spousal Waiver is attached (the “Guaranty”). The undersigned acknowledges and agrees that the Guaranty is being entered into by her spouse, the Guarantor, with her full knowledge and consent and is being undertaken for the benefit of her spousal community with the Guarantor. The undersigned hereby waives any requirement or right that she join in the execution of the Guaranty or any amendment thereto or any document required for any transactions contemplated by the Guaranty or any amendment thereto, or any other document now or hereafter executed by any party to the Guaranty in connection with the indebtedness evidenced by the Guaranty, or that she consent to any of the foregoing documents and amendments (or any provision thereof or any action taken pursuant thereto). The undersigned hereby waives and relinquishes any right that the undersigned may have to prevent, preclude or prohibit “Agent” (as defined in the Guaranty) from attaching or realizing against any community property of Guarantor and the undersigned or any other assets of Guarantor in connection with any proceeding, claim, cause of action or judgment by Agent arising under or out of the Guaranty. It is expressly understood that third parties are entitled to rely on the foregoing, and upon request by Agent, the undersigned agrees to execute such further instruments as may be reasonably requested, including a further waiver, a quitclaim deed or an affidavit to a title company, to confirm the foregoing. I UNDERSTAND THE IMPORTANCE OF MY CONSULTING WITH INDEPENDENT LEGAL COUNSEL BEFORE I EXECUTE THIS CONSENT SPOUSAL WAIVER. IN THE EVENT I ELECT NOT TO CONSULT WITH INDEPENDENT COUNSEL, I UNDERSTAND THAT I DO SO AT MY OWN RISK. AFDOCS/11672271
Appears in 1 contract
Samples: Indemnity Guaranty
Spousal Waiver. The undersigned acknowledges that hereby (i) waives and releases any and all equitable or legal claims and rights, actual, inchoate or contingent, whether secured or unsecured, whether now known or unknown, or whether suspected or unsuspected, which he or she is may have with respect to the spouse of XXXXXX X. XXXXXXX (the “Guarantor”)disposition, who executed the Indemnity Guaranty to which this Spousal Waiver is attached (the “Guaranty”). The undersigned acknowledges and agrees that the Guaranty is being entered into by her spouse, the Guarantor, with her full knowledge and consent and is being undertaken for the benefit of her spousal community with the Guarantor. The undersigned hereby waives any requirement voting or right that she join in the execution control of the Guaranty or Shares, except for rights in respect of the proceeds of any amendment thereto or any document required for any transactions contemplated disposition of such Shares as provided herein and (ii) consents and acquiescence to the entry in this Agreement by the Guaranty or any amendment thereto, or any other document now or hereafter executed above-named stockholder and the performance by any party such stockholder of such stockholder’s obligations under this Agreement to the Guaranty in connection with the indebtedness evidenced by the Guaranty, extent of any community property or that she consent to any of the foregoing documents and amendments (or any provision thereof or any action taken pursuant thereto). The undersigned hereby waives and relinquishes any right that other interest the undersigned may have to prevent, preclude or prohibit “Agent” (as defined in the Guarantysubjects of this Agreement. hereby specifically acknowledges she has been informed and is aware of the provisions of Section 1542 of the California Civil Code and that she expressly WAIVES AND RELINQUISHES all rights and benefits, which she has or may have under said Section, which states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” STOCKHOLDERS: By /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Spousal Waiver hereby (i) from attaching waives and releases any and all equitable or realizing against legal claims and rights, actual, inchoate or contingent, whether secured or unsecured, whether now known or unknown, or whether suspected or unsuspected, which he or she may have with respect to the disposition, voting or control of the Shares, except for rights in respect of the proceeds of any disposition of such Shares as provided herein and (ii) consents and acquiescence to the entry in this Agreement by the above-named stockholder and the performance by such stockholder of such stockholder’s obligations under this Agreement to the extent of any community property or other interest the undersigned may have in the subjects of Guarantor this Agreement. hereby specifically acknowledges she has been informed and is aware of the provisions of Section 1542 of the California Civil Code and that she expressly WAIVES AND RELINQUISHES all rights and benefits, which she has or may have under said Section, which states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” STOCKHOLDERS: By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Spousal Waiver hereby (i) waives and releases any and all equitable or legal claims and rights, actual, inchoate or contingent, whether secured or unsecured, whether now known or unknown, or whether suspected or unsuspected, which he or she may have with respect to the disposition, voting or control of the Shares, except for rights in respect of the proceeds of any disposition of such Shares as provided herein and (ii) consents and acquiescence to the entry in this Agreement by the above-named stockholder and the performance by such stockholder of such stockholder’s obligations under this Agreement to the extent of any community property or other interest the undersigned or any other assets may have in the subjects of Guarantor in connection with any proceeding, claim, cause of action or judgment by Agent arising under or out this Agreement. hereby specifically acknowledges she has been informed and is aware of the Guaranty. It provisions of Section 1542 of the California Civil Code and that she expressly WAIVES AND RELINQUISHES all rights and benefits, which she has or may have under said Section, which states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” STOCKHOLDER REPRESENTATIVE: Xxxxxx Xxxxxxx, solely in its capacity as Stockholder Representative By /s/ Xxxxxx Xxxxxxx, Name: Xxxxxx Xxxxxxx, Title: Stockholder Representative EXHIBIT A ESCROW AGREEMENT This Escrow Agreement dated this day of March 2015 (the “Escrow Agreement”), is expressly understood that third parties are entitled to rely on entered into by and among LIME ENERGY CO., a Delaware corporation (“Parent”), Xxxxxx Xxxxxxx (“Stockholder Representative,” and together with Parent, the foregoing“Parties,” and individually, a “Party”), and upon request by WILMINGTON TRUST, N.A., as escrow agent (“Escrow Agent”). Capitalized terms used herein but not otherwise defined shall have that meaning as set forth in the Merger Agreement, the undersigned agrees to execute such further instruments as may be reasonably requested, including a further waiver, a quitclaim deed or an affidavit to a title company, to confirm the foregoing. I UNDERSTAND THE IMPORTANCE OF MY CONSULTING WITH INDEPENDENT LEGAL COUNSEL BEFORE I EXECUTE THIS CONSENT SPOUSAL WAIVER. IN THE EVENT I ELECT NOT TO CONSULT WITH INDEPENDENT COUNSEL, I UNDERSTAND THAT I DO SO AT MY OWN RISK. AFDOCS/11672271defined below.
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Spousal Waiver. The undersigned acknowledges that hereby (i) waives and releases any and all equitable or legal claims and rights, actual, inchoate or contingent, whether secured or unsecured, whether now known or unknown, or whether suspected or unsuspected, which he or she is may have with respect to the spouse of XXXXXX X. XXXXXXX (the “Guarantor”)disposition, who executed the Indemnity Guaranty to which this Spousal Waiver is attached (the “Guaranty”). The undersigned acknowledges and agrees that the Guaranty is being entered into by her spouse, the Guarantor, with her full knowledge and consent and is being undertaken for the benefit of her spousal community with the Guarantor. The undersigned hereby waives any requirement voting or right that she join in the execution control of the Guaranty or Shares, except for rights in respect of the proceeds of any amendment thereto or any document required for any transactions contemplated disposition of such Shares as provided herein and (ii) consents and acquiescence to the entry in this Agreement by the Guaranty or any amendment thereto, or any other document now or hereafter executed above-named stockholder and the performance by any party such stockholder of such stockholder’s obligations under this Agreement to the Guaranty in connection with the indebtedness evidenced by the Guaranty, extent of any community property or that she consent to any of the foregoing documents and amendments (or any provision thereof or any action taken pursuant thereto). The undersigned hereby waives and relinquishes any right that other interest the undersigned may have to prevent, preclude or prohibit “Agent” (as defined in the Guarantysubjects of this Agreement. hereby specifically acknowledges she has been informed and is aware of the provisions of Section 1542 of the California Civil Code and that she expressly WAIVES AND RELINQUISHES all rights and benefits, which she has or may have under said Section, which states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” STOCKHOLDERS: By /s/ Xxxxxx X. Xxx Name: Xxxxxx X. Xxx Spousal Waiver hereby (i) from attaching waives and releases any and all equitable or realizing against legal claims and rights, actual, inchoate or contingent, whether secured or unsecured, whether now known or unknown, or whether suspected or unsuspected, which he or she may have with respect to the disposition, voting or control of the Shares, except for rights in respect of the proceeds of any disposition of such Shares as provided herein and (ii) consents and acquiescence to the entry in this Agreement by the above-named stockholder and the performance by such stockholder of such stockholder’s obligations under this Agreement to the extent of any community property of Guarantor and or other interest the undersigned or any other assets may have in the subjects of Guarantor in connection with any proceeding, claim, cause of action or judgment by Agent arising under or out this Agreement. hereby specifically acknowledges she has been informed and is aware of the Guaranty. It is provisions of Section 1542 of the California Civil Code and that she expressly understood that third parties are entitled to rely on the foregoingWAIVES AND RELINQUISHES all rights and benefits, and upon request by Agentwhich she has or may have under said Section, the undersigned agrees to execute such further instruments which states as may be reasonably requestedfollows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, including a further waiver, a quitclaim deed or an affidavit to a title company, to confirm the foregoing. I UNDERSTAND WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE IMPORTANCE OF MY CONSULTING WITH INDEPENDENT LEGAL COUNSEL BEFORE I EXECUTE THIS CONSENT SPOUSAL WAIVER. IN THE EVENT I ELECT NOT TO CONSULT WITH INDEPENDENT COUNSEL, I UNDERSTAND THAT I DO SO AT MY OWN RISK. AFDOCS/11672271DEBTOR.” STOCKHOLDERS: By /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx
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Spousal Waiver. The undersigned acknowledges that she is the spouse of XXXXXX X. XXXXXXX (the “Guarantor”), who executed the Indemnity Guaranty to which this Spousal Waiver is attached (the “Guaranty”). The undersigned acknowledges and agrees that the Guaranty is being entered into by her spouse, the Guarantor, with her full knowledge and consent and is being undertaken for the benefit of her spousal community with the Guarantor. The undersigned hereby waives any requirement or right that she join in the execution of the Guaranty or any amendment thereto or any document required for any transactions contemplated by the Guaranty or any amendment thereto, or any other document now or hereafter executed by any party to the Guaranty in connection with the indebtedness evidenced by the Guaranty, or that she consent to any of the foregoing documents and amendments (or any provision thereof or any action taken pursuant thereto). The undersigned hereby waives and relinquishes any right that the undersigned may have to prevent, preclude or prohibit “Agent” (as defined in the Guaranty) from attaching or realizing against any community property of Guarantor and the undersigned or any other assets of Guarantor in connection with any proceeding, claim, cause of action or judgment by Agent arising under or out of the Guaranty. It is expressly understood that third parties are entitled to rely on the foregoing, and upon request by Agent, the undersigned agrees to execute such further instruments as may be reasonably requested, including a further waiver, a quitclaim deed or an affidavit to a title company, to confirm the foregoing. I UNDERSTAND THE IMPORTANCE OF MY CONSULTING WITH INDEPENDENT LEGAL COUNSEL BEFORE I EXECUTE THIS CONSENT SPOUSAL WAIVER. IN THE EVENT I ELECT NOT TO CONSULT WITH INDEPENDENT COUNSEL, I UNDERSTAND THAT I DO SO AT MY OWN RISK. AFDOCS/11672271AFDOCS/11968651
Appears in 1 contract
Samples: Indemnity Guaranty
