SPECIAL OREGON NOTICE. ORAL AGREEMENTS OR ORAL COMMITMENTS TO (1) LOAN MONEY, (2) EXTEND CREDIT, (3) MODIFY OR AMEND ANY TERMS OF LOAN DOCUMENTS, (4) RELEASE ANY GUARANTOR, (5) FOREBEAR FROM ENFORCING REPAYMENT OF ANY LOAN OR THE EXERCISE OF ANY REMEDY UNDER LOAN DOCUMENTS, OR (6) MAKE ANY OTHER FINANCIAL ACCOMMODATION PERTAINING TO ANY LOAN ARE ALL UNENFORCEABLE UNDER OREGON LAW.

SPECIAL OREGON NOTICE. (a) THIS GUARANTY RESULTS IN GUARANTOR’S WAIVER OF CERTAIN LEGAL RIGHTS AND DEFENSES, INCLUDING WITHOUT LIMITATION GUARANTOR’S SUBROGATION RIGHTS AND ANY DEFENSES BASED ON LENDER’S ELECTION OF REMEDIES. IT IS RECOMMENDED THAT GUARANTOR CONSULT ITS OWN ATTORNEY BEFORE ENTERING INTO THIS AGREEMENT.

SPECIAL OREGON NOTICE. (a) UNDER OREGON LAW ORAL AGREEMENTS OR ORAL COMMITMENTS TO (1) LOAN MONEY, (2) EXTEND CREDIT, (3) MODIFY OR AMEND ANY TERMS OF LOAN DOCUMENTS, (4) RELEASE ANY GUARANTOR, (5) FOREBEAR FROM ENFORCING REPAYMENT OF ANY LOAN OR THE EXERCISE OF ANY REMEDY UNDER LOAN DOCUMENTS, OR (6) MAKE ANY OTHER FINANCIAL ACCOMMODATION PERTAINING TO ANY LOAN ARE ALL UNENFORCEABLE. Dated the date and year first written above. BORROWER: NEW WORLD BRANDS, INC. By: /s/ Xxxx Xxxxxx , President Name: Xxxx Xxxxxx Title: President 000 X. 0xx Xxxxxx Xxxxxx, Xxxxxx 00000 LENDER: P & S SPIRIT, LLC By: /s/ Xx. Xxxxxx Xxxxxx Name: Xx. Xxxxxx Xxxxxx Title: Manager 0000 Xxxxxxxxxx Xxxxx Xxxx Xxxxx 000 Xxxxxxxxx, Xxxxxxxx 00000 39 SCHEDULE 6.6 Location 1 (no warehouse space, computer and office equipment only): Leased commercial premises at: 000 X. 0xx Xxxxxx Xxxxxx, XX 00000 Landlord: Xxx and Xxxx Xxxxxx (individuals, as TBTE) Landlord address: 000 X. 0xx Xxxxxx, Xxxxxx, XX 00000 Location 2 (warehouse, computer and office equipment, including telecom computer equipment): Leased commercial premises at: 000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Landlord: Xxxxxx Investment Properties, LLC (an Oregon limited liability company) Landlord address: 000 X. 0xx Xxxxxx, Xxxxxx, XX 00000 SCHEDULE 6.7 Names currently in use: New World Brands, Inc. IP Gear IP Gear Connect Qualmax, Inc. Names no longer in use, but used within past 5 years: Qualmax Professional Services, LLC Rent IT Telecom, LLC iNode Corporation SCHEDULE 6.8 Non-subsidiary affiliates: Qualmax, Inc. (holder of approximately 76% voting control) Subsidiaries: IP Gear, Ltd., an Israel company (wholly owned subsidiary of Borrower) SCHEDULE 6.9 From our current (as of 3-23-07) draft form 10-KSB for year ending 12-31-06: The Singer Litigation. We are a defendant in a lawsuit filed by a former employee, who has made claims for unpaid salary and for certain previously granted stock options. Via mediation in January, 2006, we have settled this lawsuit, and as part of the settlement we have agreed that Xx. Xxxxxx holds options to purchase up to 70,000 shares of the Company’s common stock at a price of $0.10 per share, which options were issued to Xx. Xxxxxx during his association with the Company prior to 2002. However, as of the time of filing we have not received final documentation dismissing the lawsuit and settling and releasing claims. We expect to conclude final documentation within a matter of weeks. The MPI Litigation. As a result of the Reverse...

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CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.
Notice of Delay 12.1. When anything delays or threatens to delay the timely performance of the Purchase Order, Supplier must immediately provide written notice to Buyer in writing of all relevant information, including but not limited to the reasons for the potential delay and Supplier’s short-term and long-term mitigation actions.
NOTICE OF DELAYS Except as otherwise provided under this Contract, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, that party shall, within one (1) business day, give notice thereof, including all relevant information with respect thereto, to the other party.
NOTICE TO MEMBERS All notices to be given under the Agreement to the Members shall be given in writing and shall be deemed given: (i) when deposited in the mail to the address shown below of the Member entitled to receive notice, postage prepaid, registered or certified;
Termination Notice If either Party, having become entitled to do so, decides to terminate this Agreement pursuant to the preceding Clause 8.2 (a) (i) or 8.2 (a) (ii), it shall issue Termination Notice setting out:
CONVERSION NOTICE The undersigned holder of this Debenture hereby irrevocably converts the Debenture, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated, into Common Shares of the Company in accordance with the terms of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.
Notice to Borrower The Agent shall promptly notify the Borrower of the terms (x) of any Money Market Quote submitted by a Bank that is in accordance with subsection (d) and (y) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Agent's notice to the Borrower shall specify (A) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (B) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (C) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted.
Providing Notice of Breaches 8.1 If Covered Entity determines that an impermissible acquisition, access, use or disclosure of PHI for which one of Business Associate’s employees or agents was responsible constitutes a Breach as defined in 45 CFR § 164.402, and if requested by Covered Entity, Business Associate shall provide notice to the individual(s) whose PHI has been the subject of the Breach. When requested to provide notice, Business Associate shall consult with Covered Entity about the timeliness, content and method of notice, and shall receive Covered Entity’s approval concerning these elements. The cost of notice and related remedies shall be borne by Business Associate.
Borrowing/Election Notice The Borrower shall give the Administrative Agent an irrevocable Borrowing/Election Notice of each conversion of a Floating Rate Loan into a Eurodollar Rate Loan or continuation of a Eurodollar Rate Loan not later than 11:00 a.m. (Chicago time) three (3) Business Days prior to the date of the requested conversion or continuation, specifying: (i) the requested date (which shall be a Business Day) of such conversion or continuation; (ii) the amount and Type of the Loan to be converted or continued; and (iii) the amount of Eurodollar Rate Loan(s) into which such Loan is to be converted or continued, and the duration of the Interest Period applicable thereto.
Termination Upon Notice Following thirty (30) days’ written notice, the State Entity may terminate the Contract in whole or in part without the payment of any penalty or incurring any further obligation to the Contractor. Following termination upon notice, the Contractor shall be entitled to compensation, upon submission of invoices and proper proof of claim, for goods and services provided under the Contract to the State Entity up to and including the date of termination.

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