Common use of Effect on Transaction Documents Clause in Contracts

Effect on Transaction Documents. Subject to the amendments and waivers provided herein, all of the terms and conditions of the Transaction Documents shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein, including but not limited to, any other obligations the Company may have to the Holders under the Transaction Documents. Except as expressly set forth herein, this Agreement shall not be deemed to be a waiver, amendment or modification of any provisions of the Transaction Documents or of any right, power or remedy of the Holders, or constitute a waiver of any provision of the Transaction Documents (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. The Holders reserve all rights, remedies, powers, or privileges available under the Transaction Documents, at law or otherwise. It is expressly agreed and understood that notwithstanding the adjustment to the Exercise Price and to the number of Warrants pursuant hereto, for purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the holding period of the Common Stock issuable upon exercise of the Warrants (including the increased number of Warrants) in a cashless exercise transaction shall tack back to the original issue date of such Warrants and thus, the Warrants shall be deemed to have been acquired at the time the Warrants were originally issued. Upon presentation of a standard Rule 144 representation letter from the Holder to the Company, the Company shall not require any legal opinion from the Holder as to the applicability of Rule 144 to allow the issuance of unlegended, freely trading shares upon a cashless exercise of the Warrants. The Company hereby agrees not to take a position contrary to this Section 5 and agrees to take all actions necessary to issue such shares of Common Stock upon a cashless exercise of the Warrants without restriction and not containing any restrictive legend. It is also expressly agreed and understood that, notwithstanding the waivers granted herein, the Bridge Notes shall be unsecured and shall be junior to the Debentures in both right of payment and lien priority.

Effect on Transaction Documents. Subject The Purchaser hereby waives any claim under Amendment No. 1 that, based upon facts known to the amendments and waivers provided hereinPurchaser on the date hereof, all any representation or warranty of the terms Company set forth in Section V.D., V.E. or V.F (in respect to Section V.F. solely with respect to the financial statements and conditions notes thereto, Management's Discussion and Analysis of Financial Condition and Results of Operations and Selected Financial Information set forth in any Commission Documents), was not true on the date of execution of Amendment No. 1. The Purchaser hereby also waives (i) any default under Section 11.1 (g) of the Note relating to the matters discussed in Item 3 of Part II of the September 30 Form 10-Q, (ii) any default under Section V.B. of Amendment No. 1 to the extent it failed to set forth the governmental approvals or consents set forth in Section VII.B. hereof, (iii) any violation that may have existed under Section 8.2 (a) or (b) or Section 8.6 (b) (i) or (ii) through the date hereof, to the extent notice was required thereunder with respect to any of the items specified in the other numbered clauses of this sentence, (iv) any violation of Section 10.5 of the Note that may have existed from February 28, 1997 to the date hereof, and in each case any Event of Default (as defined in the Note) that may have resulted therefrom. Except as specifically set forth in this letter agreement, the Transaction Documents shall continue remain unmodified and in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded are hereby ratified by the terms parties thereto, as amended. The Company acknowledges and agrees that this letter agreement does not represent an intention by the Purchaser (other than as set forth herein) to waive, including but not limited tomodify or forebear from exercising any of its rights, powers and privileges under any Transaction Document and no such commitment, waiver, modification (other obligations the Company may have to the Holders under the Transaction Documents. Except than as expressly set forth herein) or forbearance has been offered, this Agreement shall not be deemed to be a waivergranted, amendment extended or modification of agreed, nor is any provisions of implied, by the Transaction Documents or of any right, power or remedy of the Holders, or constitute a waiver of any provision of the Transaction Documents (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunderPurchaser. The Holders reserve all rightsWellCare Management Group, remedies, powers, or privileges available under the Transaction Documents, at law or otherwise. It is expressly agreed and understood that notwithstanding the adjustment to the Exercise Price and to the number of Warrants pursuant hereto, for purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the holding period of the Common Stock issuable upon exercise of the Warrants (including the increased number of Warrants) in a cashless exercise transaction shall tack back to the original issue date of such Warrants and thus, the Warrants shall be deemed to have been acquired at the time the Warrants were originally issued. Upon presentation of a standard Rule 144 representation letter from the Holder to the Company, the Company shall not require any legal opinion from the Holder as to the applicability of Rule 144 to allow the issuance of unlegended, freely trading shares upon a cashless exercise of the Warrants. The Company hereby agrees not to take a position contrary to this Section 5 and agrees to take all actions necessary to issue such shares of Common Stock upon a cashless exercise of the Warrants without restriction and not containing any restrictive legend. It is also expressly agreed and understood that, notwithstanding the waivers granted herein, the Bridge Notes shall be unsecured and shall be junior to the Debentures in both right of payment and lien priority.Inc. 8

Effect on Transaction Documents. Subject to the amendments (a) The Note and waivers provided herein, all each of the terms and conditions of the other Transaction Documents shall continue be and remain in full force and effect after the execution in accordance with their respective terms and are hereby ratified and confirmed in all respects. The execution, delivery and performance of this Agreement and shall not be in any way changedoperate, modified or superseded by the terms set forth herein, including but not limited to, any other obligations the Company may have to the Holders under the Transaction Documents. Except except as expressly set forth herein, this Agreement shall not be deemed to be as a forbearance, waiver, amendment consent or modification of any provisions of the Transaction Documents or of any right, power or remedy of Lender under the HoldersNote or any other Transaction Document. The forbearance, waivers, consents and modifications herein are limited to the specifics hereof (including facts or constitute occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, shall not excuse any non-compliance with the Transaction Documents and shall not operate as a waiver consent to any matter under the Transaction Documents. Except for the forbearance, waivers, consents and other modifications expressly set forth above, including the amendment and restatement of any provision the Restated Senior Exchangeable Note as the Note and the amendment of the Drag-Along Agreement pursuant to the Drag-Along Agreement Amendment, the text of the Transaction Documents (shall remain unchanged and in full force and effect and Lender expressly reserves the right to require strict compliance with the terms of the Note and the other Transaction Documents. The execution, delivery and performance of this Agreement shall not operate as a waiver of or, except as expressly set forth herein, as an amendment or modification of, any right, power or remedy of Lender in effect prior to the extent date hereof. The forbearance, waivers, consents and other modifications contained herein set forth)are limited to the precise terms hereof, shall not apply with respect to any facts or any occurrences other documentthan those on which the same are based, instrument and/or agreement executed or delivered in connection therewithshall not (i) excuse future non-compliance with the Transaction Documents, in each case whether arising before or after the date hereof or (ii) operate as a result of performance hereunder consent to any further or thereunder. The Holders reserve all rights, remedies, powers, or privileges available other matter under the Transaction Documents, at law or otherwise(iii) operate as a waiver of any Event of Default. It Lender is expressly agreed and understood that notwithstanding the adjustment not obligated to consider or consent to any additional request by Borrower for any other forbearance, waiver, consent or other modification with respect to the Exercise Price and to Note. To the number extent that any terms, conditions or provisions of Warrants pursuant heretothis Agreement shall contradict or be in conflict with any terms, for purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the holding period conditions or provisions of the Common Stock issuable upon exercise Note or the other Transaction Documents, after giving effect to this Agreement, such terms, conditions and provisions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Warrants (including Note and the increased number of Warrants) in a cashless exercise transaction shall tack back to the original issue date of such Warrants and thus, the Warrants shall be deemed to have been acquired at the time the Warrants were originally issued. Upon presentation of a standard Rule 144 representation letter from the Holder to the Company, the Company shall not require any legal opinion from the Holder other Transaction Documents as to the applicability of Rule 144 to allow the issuance of unlegended, freely trading shares upon a cashless exercise of the Warrants. The Company hereby agrees not to take a position contrary to this Section 5 and agrees to take all actions necessary to issue such shares of Common Stock upon a cashless exercise of the Warrants without restriction and not containing any restrictive legend. It is also expressly agreed and understood that, notwithstanding the waivers granted herein, the Bridge Notes shall be unsecured and shall be junior to the Debentures in both right of payment and lien prioritymodified or amended hereby.

Effect on Transaction Documents. Subject to the amendments and waivers Except as expressly provided herein, all of the terms and conditions of all of the Transaction Documents shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein, including but not limited to, any other obligations the Company may have to the Holders Holder under the any of such Transaction Documents. Except as expressly set forth herein, this Agreement shall not be deemed to be a waiver, amendment or modification of any provisions of any of the Transaction Documents or of any right, power or remedy of the HoldersHolder, or constitute a waiver of any provision of the any Transaction Documents (except to the extent expressly herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. The Holders reserve Holder reserves all rights, remedies, powers, or privileges available under each of the Transaction Documents, at law or otherwise. It is expressly agreed This Agreement shall not constitute a novation or satisfaction and understood that notwithstanding the adjustment accord of any Transaction Documents or any other document, instrument and/or agreement executed or delivered in connection therewith. Notwithstanding anything contained in this Section 8 to the Exercise Price contrary, the Company’s obligations under the Purchase Agreement and all other Transaction Documents, except for (i) the Warrants, and (ii) the warrants to acquire Common Stock issued to the number CAM Entities on July 13, 2007 (the “2007 Warrants”), shall terminate and be of Warrants pursuant heretono further force and effect simultaneously with the Company’s satisfaction in full of all of its obligations under this Agreement, for purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged except that the holding period Purchase Agreement shall survive for the sole purpose of providing definitions for capitalized terms which are used and not defined herein. The Company’s obligations under this Agreement, the Warrants and the 2007 Warrants shall continue in full until the earlier to occur of (i) the expiration of all of the Warrants and the 2007 Warrants, and (ii) the sale by the CAM Entities of all of the shares of Common Stock issuable upon exercise of the Warrants (including the increased number of Warrants) in a cashless exercise transaction shall tack back to the original issue date of such Warrants and thus, the Warrants shall be deemed to have been acquired at the time the Warrants were originally issued. Upon presentation of a standard Rule 144 representation letter from the Holder to the Company, the Company shall not require any legal opinion from the Holder as to the applicability of Rule 144 to allow the issuance of unlegended, freely trading shares upon a cashless exercise of the Warrants. The Company hereby agrees not to take a position contrary to this Section 5 and agrees to take all actions necessary to issue such shares of Common Stock upon a cashless exercise of the Warrants without restriction and not containing any restrictive legend. It is also expressly agreed and understood that, notwithstanding the waivers granted herein, the Bridge Notes shall be unsecured and shall be junior to the Debentures in both right of payment and lien priority2007 Warrants.

Effect on Transaction Documents. Subject The Purchaser hereby waives any claim under Amendment No. 1 that, based upon facts known to the amendments and waivers provided hereinPurchaser on the date hereof, all any representation or warranty of the terms Company set forth in Section V.D., V.E. or V.F (in respect to Section V.F. solely with respect to the financial statements and conditions notes thereto, Management's Discussion and Analysis of Financial Condition and Results of Operations and Selected Financial Information set forth in any Commission Documents), was not true on the date of execution of Amendment No. 1. The Purchaser hereby also waives (i) any default under Section 11.1 (g) of the Note relating to the matters discussed in Item 3 of Part II of the September 30 Form 10-Q, (ii) any default under Section V.B. of Amendment No.1 to the extent it failed to set forth the government approvals or consents set forth in Section VII.B. hereof, (iii) any violation that may have existed under Section 8.2 (a) or (b) or Section 8.6 (b)(i) or (ii) through the The WellCare Management Group, Inc. date hereof, to the extent notice was required thereunder with respect to any of the items specified in the other numbered clauses of this sentence, (iv) any violation of Section 10.5 of the Note that may have existed from February 28, 1997 to the date hereof, and in each case any Event of Default (as defined in the Note) that may have resulted therefrom. Except as specifically set forth in this letter agreement, the Transaction Documents shall continue remain unmodified and in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded are hereby ratified by the terms parties thereto, as amended. The Company acknowledges and agrees that this letter agreement does not represent an intention by the Purchaser (other than as set forth herein) to waive, including but not limited tomodify or forebear from exercising any of its rights, powers and privileges under any Transaction Document and no such commitment, waiver modification (other obligations the Company may have to the Holders under the Transaction Documents. Except than as expressly set forth herein) or forbearance has been offered, this Agreement shall not be deemed to be a waivergranted, amendment extended or modification of agreed, nor is any provisions of implied, by the Transaction Documents or of any right, power or remedy of the Holders, or constitute a waiver of any provision of the Transaction Documents (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. The Holders reserve all rights, remedies, powers, or privileges available under the Transaction Documents, at law or otherwise. It is expressly agreed and understood that notwithstanding the adjustment to the Exercise Price and to the number of Warrants pursuant hereto, for purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the holding period of the Common Stock issuable upon exercise of the Warrants (including the increased number of Warrants) in a cashless exercise transaction shall tack back to the original issue date of such Warrants and thus, the Warrants shall be deemed to have been acquired at the time the Warrants were originally issued. Upon presentation of a standard Rule 144 representation letter from the Holder to the Company, the Company shall not require any legal opinion from the Holder as to the applicability of Rule 144 to allow the issuance of unlegended, freely trading shares upon a cashless exercise of the Warrants. The Company hereby agrees not to take a position contrary to this Section 5 and agrees to take all actions necessary to issue such shares of Common Stock upon a cashless exercise of the Warrants without restriction and not containing any restrictive legend. It is also expressly agreed and understood that, notwithstanding the waivers granted herein, the Bridge Notes shall be unsecured and shall be junior to the Debentures in both right of payment and lien priorityPurchaser.