Waiver and Acknowledgement. Each Guarantor hereby expressly waives:
(a) notice of acceptance of this Guarantee;
(b) notice of the existence or creation of all or any of the Guaranteed Obligations;
(c) any right to require marshalling of assets and liabilities;
(d) presentment, notice of dishonour and protest;
(e) diligence in collection or protection of or realization upon all or any of the Guaranteed Obligations or any obligation hereunder; and
(f) any requirement that the Agent or any Lender exhaust any right, power or remedy or proceed against any Obligor under the Credit Agreement or any other Transaction Document (as applicable), or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Waiver and Acknowledgement. By agreeing to this binding arbitration provision, the Parties understand that they are waiving certain rights and protections which may otherwise be available if a Claim between the Parties were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this provision, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence.
Waiver and Acknowledgement. As additional consideration for this Renewal, you hereby agree and acknowledge that the provisions of Section 2(C) of the Original Agreement are deleted and deemed void ab initio. You release any and all rights you had, now have or shall in the future have pursuant to the terms of such Section 2(C) and agree that the Company is under no obligation with respect to the matters described herein.
Waiver and Acknowledgement. (a) The Payees waives any claim for additional Royalty arising from the Payer realising more proceeds of sale of Products from its Trading Arrangements than is properly utilised in the Royalty calculation.
(b) The Payer acknowledges that the Payees are not obligated to share in any losses generated by any of the Payer’s Trading Arrangements with respect to any Products and any such losses must not be reflected in the Royalty calculation.
Waiver and Acknowledgement. (a) To the extent permitted by Applicable Law, the Guarantor hereby expressly waives:
(i) notice of acceptance of this Guarantee;
(ii) notice of the existence or creation of all or any of the Guaranteed Obligations;
(iii) any right to require marshalling of assets and liabilities;
(iv) presentment, notice of dishonour, protest, and all other notices whatsoever; and
(v) all diligence in collection or protection of or realization upon the Guaranteed Obligations or any thereof, any obligation hereunder.
(b) The Guarantor acknowledges the terms of the Credit Agreement and the other Loan Documents and consents to and approves the same.
(c) The Guarantor hereby acknowledges receipt of a true copy of this Guarantee.
Waiver and Acknowledgement. In return for the opportunity to participate in this Challenge, TEAM agrees to waive any and all claims against CAFE, its officers, board members, volunteers and contractors and FUNDERS, including but not limited to claims in contract and tort, related or arising from participation of TEAM in the CHALLENGE. Team further agrees to hold CAFE its officers, board members, volunteers and contractors and FUNDERS harmless for any and all such claims of its TEAM MEMBERS, contractors, agents and related parties. Commitments by the federal government to provide purses for this CHALLENGE are subject to the availability of appropriated funds, and no provision in this AGREEMENT shall be interpreted to require obligation or payment of funds in violation of the Anti-Deficiency Act, 31 X.X.X 0000.
Waiver and Acknowledgement. The Optionee hereby waives any and all right he may have to receive stock options pursuant to the letter, dated June 1, 2006, from the Corporation to its board of advisors and agrees that the Option is granted in lieu of any options owing to the Optionee pursuant to such letter. In addition to the Option, the Corporation acknowledges and agrees that it continues to owe the Optionee $144,000, representing the monthly fee earned by the Optionee for services rendered from October 1, 2004 through February 20, 2007, which shall be repaid as provided in Section 3(c) of the Consulting Agreement between the Optionee and the Corporation dated of even date herewith.
Waiver and Acknowledgement. The Parties waive any rights and remedies relating to applicable usury or similar laws now or hereafter enacted in respect of the Financing Documents and acknowledge and agree that the obligations of the Parties pursuant to or in connection with the Financing Documents shall continue to be enforceable obligations of the Parties, irrespective of any such claims by any Person that payments made in connection with the Financing Documents are in an amount or calculated at a rate which would be prohibited by law, would result in a receipt by the Administrative Agent or by the Noteholders of interest at a criminal rate or are otherwise excessive, unconscionable, coercive, oppressive or punitive in any manner whatsoever.
Waiver and Acknowledgement. Holdings waives diligence, promptness, presentation to, demand of payment or performance from and protest to any person or entity of any obligations under this Agreement and any requirement that Buyer exhaust any right or take any action against Seller or any other person, in each case except as may otherwise be required by this Agreement. Buyer shall have the right to bring suit directly against Holdings prior to, concurrently with, or without bringing any suit against any other person.
Waiver and Acknowledgement. Investor acknowledges that the execution, delivery and performance by the Company of this Agreement and the Other Investor’s Agreement and the transactions contemplated hereby and thereby will not and do not (i) result in a violation of the Transaction Documents or the transactions contemplated thereunder, (ii) constitute nor result in any breach of any representation, warrant, covenant or obligation by the Company under the Transaction Documents or the transactions contemplated thereunder, (iii) conflict with, or constitute a default (or any event which with notice or lapse of time or both would become a default) under, or give Investor or others any rights under the Transaction Documents or the transactions contemplated thereunder. For greater certainty, the Investor agrees that (i) sections 4(n), 4(p) and 8(k) of the Securities Purchase Agreement and (ii) sections 2(b) and 2(d) of the Warrants, in each case, shall not apply to this Agreement (including, without limitation, the issuance of Shares hereunder), the Other Investor’s Agreement (including, without limitation, the issuance of the Other Investor’s Shares thereunder) and the transactions contemplated hereby and thereby.
