Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).
Appears in 2 contracts
Samples: Loan and Security Agreement (Talend SA), Loan and Security Agreement (Talend SA)
Mutual Waiver of Jury Trial. LENDER EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND BORROWER ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH ACKNOWLEDGE PARTY HERETO ACKNOWLEDGES THAT THE RIGHT TO TRIAL BY JURY THIS WAIVER IS A CONSTITUTIONAL RIGHTMATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, BUT THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE WAIVED. MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIESPARTIES HERETO), AFTER CONSULTING AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR HAVING HAD MODIFICATIONS HERETO OR ANY OF THE OPPORTUNITY OTHER LOAN DOCUMENTS OR TO CONSULTANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT THIS AGREEMENT MAY HAVE BE FILED AS A WRITTEN CONSENT TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”)COURT.
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Samples: Loan and Security Agreement (Spire Global, Inc.), Loan and Security Agreement (NavSight Holdings, Inc.)
Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. /s/ Xxxx Xxxxxxx By /s/ Xxxxxx Xxxxxxxxxxx Xxxx Xxxxxxx Title Chief Financial Officer CFO & Treasurer Borrower: TALEND USA, INC. /s/ Xxxx Xxxxxxx By Xxxx Xxxxxxx Title CFO & Treasurer Borrower: STITCH INC. /s/ Xxxxxx Xxxxxxxxxxx Xxxx Xxxxxxx By Xxxx Xxxxxxx Title Chief Financial Officer Treasurer Lender: SQUARE 1 PACIFIC WESTERN BANK By /s/ Xxxxx Xxxx Xxxxxx By Xxxxx Xxxxxx Title Vice President SVP [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Schedule to Loan and Security Agreement Borrowers: :Talend, Inc. Talend USA, Inc. Address: 000 INC. Stitch Inc., a Delaware corporation Xxxxxxx:000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29:February 14, 2015 2019 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK PACIFIC WESTERN BANK, a California state chartered bank, and the above Borrower of even date (the “Loan Agreement”).
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Mutual Waiver of Jury Trial. LENDER TENANT AND BORROWER LANDLORD EACH ACKNOWLEDGE THAT THE AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS LEASE OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, GIVEN KNOWINGLY, WILLINGLY AND VOLUNTARILY BY TENANT AND INTENTIONALLY WAIVES ANY LANDLORD, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT IT MAY HAVE TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LANDLORD AND TENANT REPRESENT AND WARRANT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY LITIGATION BASED UPON WAY MODIFY OR ARISING OUT NULLIFY ITS EFFECT. LANDLORD AND TENANT FURTHER REPRESENT AND WARRANT THAT EACH HAS BEEN REPRESENTED IN THE TRANSACTION EVIDENCED BY THIS LEASE BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF SUCH PARTY’S OWN FREE WILL, AND THAT EACH HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO ENTERING INTO THIS LEASE. LANDLORD OR TENANT, AS APPLICABLE, IS AUTHORIZED TO FILE A COPY OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED PARAGRAPH IN ANY RESPECT PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY LANDLORD OR RELINQUISHED BY LENDER OR BORROWERTENANT, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEMAS APPLICABLE. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID PARAGRAPH SHALL SURVIVE THE EXPIRATION OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION EARLIER TERMINATION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”)LEASE.
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Samples: Lease Agreement (Aquilex Corp)
Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT AMENDMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AMENDMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Pacific Mercantile Bank Amendment to Loan Agreement Borrower: TALENDBRIX REIT, INC. By By: /s/ RAYMOND J. PACINI Name: Raymxxx X. Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer BorrowerXxxle: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Chixx Xxxxxxxxx Xxxxcer Lender: SQUARE 1 PACIFIC MERCANTILE BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement BorrowersPETER PACHECO Name: TalendPeter Paxxxxx Xxxxx: SVP, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).Rexxxxxx Xxxxxxr
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Mutual Waiver of Jury Trial. LENDER THE BORROWER AND BORROWER SILICON EACH ACKNOWLEDGE THAT HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ACTION OR PROCEEDING BASED UPON OR UPON, ARISING OUT OF OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY RELATED OTHER PRESENT OR FUTURE INSTRUMENT OR LOAN DOCUMENT AGREEMENT BETWEEN SILICON AND THE BORROWER, OR ANY CONDUCT, ACTS OR OMISSIONS OF SILICON OR THE BORROWER OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY COURSE OTHER PERSONS AFFILIATED WITH SILICON OR THE BORROWER. THIS WAIVER OF CONDUCTTHE RIGHT TO JURY TRIAL APPLIES TO ALL CONTRACT CLAIMS, DEALINGTORT CLAIMS, STATEMENTS (WHETHER ORAL OR WRITTEN)BREACH OF DUTY CLAIMS, ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWERCOMMON LAW CLAIMS, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, STATUTORY CLAIMS AND ALL OTHER TERMS CLAIMS AND PROVISIONS CAUSES OF ACTION OF EVERY KIND. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING JURY TRIAL WAIVER CONSTITUTES A MATERIAL INDUCEMENT TO THE OTHER PARTY TO ENTER INTO THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AGREEMENT. EACH PARTY REPRESENTS AND CONTINUE IN FULL FORCE WARRANTS THAT IT HAS REVIEWED THIS JURY TRIAL WAIVER WITH ITS LEGAL COUNSEL AND EFFECTTHAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING ITS CONSULTATION WITH ITS LEGAL COUNSEL. Borrower: TALENDVISION SOLUTIONS, INC. By /s/ Xxxxxx Xxxxxxxxxxx [SIGNATURE] ----------------------------- President or Vice President By [SIGNATURE] ----------------------------- Secretary or Ass't Secretary Silicon: SILICON VALLEY BANK By ----------------------------- Title Chief Financial Officer Borrower--------------------------- SCHEDULE TO LOAN AND SECURITY AGREEMENT BORROWER: TALEND USAVISION SOLUTIONS, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer LenderADDRESS: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers2600 XXXXXXXXX XXXXX, SUITE 1100 IRVINE, CALIFORNIA 92612 DATE: TalendDECEMBER 10, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms 1996 THIS SCHEDULE is an integral part of the Loan and Security Agreement between SQUARE 1 BANK Silicon Valley Bank ("Silicon") and the above Borrower above-named borrower ("Borrower") of even date date. CREDIT LIMIT (Section 1.1): PRIOR TO THE CONVERSION (AS DEFINED BELOW), IF ANY: An amount not to exceed the lesser of (I) $1,500,000 or (II) an amount (the “Loan Agreement”)"Accounts Loans") up to 80% of the Net Amount of Borrower's accounts, which Silicon in its discretion deems eligible for borrowing.
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Mutual Waiver of Jury Trial. LENDER BECAUSE DISPUTES ARISING IN CONNECTION WITH COMMERCIAL TRANSACTIONS ARE MOST QUICKLY AND BORROWER ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT TRIER OF FACT AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAW TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. EACH ACKNOWLEDGE THAT OF THE PARTIES HERETO SPECIFICALLY WAIVES SUCH PARTY’S RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHTOF ANY CAUSE OF ACTION, BUT THAT IT MAY BE WAIVEDCLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY “CLAIMS”) ASSERTED BY LANDLORD AGAINST TENANT OR GUARANTOR, OR BY TENANT OR GUARANTOR AGAINST LANDLORD, LANDLORD’S WAIVER HEREUNDER BEING EVIDENCED BY ITS ACCEPTANCE OF THIS GUARANTY. EACH THIS WAIVER EXTENDS TO ALL SUCH CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS WHICH INVOLVE PERSONS OR ENTITIES OTHER THAN LANDLORD, TENANT, AND GUARANTOR; CLAIMS WHICH ARISE OUT OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ARE IN ANY LITIGATION BASED UPON WAY CONNECTED TO THE RELATIONSHIP BETWEEN LANDLORD AND TENANT OR GUARANTOR; AND ANY CLAIMS FOR DAMAGES, BREACH OF CONTRACT ARISING OUT OF THIS AGREEMENT THE GUARANTEED OBLIGATIONS OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, SPECIFIC PERFORMANCE, OR ANY EQUITABLE OR LEGAL RELIEF OF ANY KIND. WITH REFERENCE TO THE FOREGOING WAIVER, GUARANTOR ACKNOWLEDGES AND ALL OTHER TERMS AGREES THAT IT HAS RECEIVED FULL AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED SUFFICIENT CONSIDERATION THEREFOR AND THAT SUCH WAIVER BY GUARANTOR IS A MATERIAL INDUCEMENT FOR LANDLORD ENTERING INTO THE TRANSACTIONS COVERED BY THE SAME LEASE AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”)THIS GUARANTY.
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Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALENDBiolase, INC. Inc. By /s/ Xxxx X. Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer BorrowerEVP & CFO Lender: TALEND USA, INC. Pacific Mercantile Bank By /s/ Xxxxxx Xxxxxxxxxxx Xxxx Xxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President VP R.M. Schedule to Loan and Security Agreement BorrowersBorrower: Talend, Inc. Talend USABiolase, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx0 Xxxxxxxx Xxxxxx, Xxxxxxxxxx 00000 Date: May 29October 28, 2015 2019 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 PACIFIC MERCANTILE BANK and the above Borrower of even date (the “Loan Agreement”).
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Mutual Waiver of Jury Trial. LENDER THE CLIENT AND BORROWER FTC EACH ACKNOWLEDGE THAT HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ACTION OR PROCEEDING BASED UPON OR UPON, ARISING OUT OF OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY RELATED OTHER PRESENT OR FUTURE INSTRUMENT OR LOAN DOCUMENT AGREEMENT BETWEEN FTC AND THE CLIENT, OR ANY CONDUCT, ACTS OR OMISSIONS OF FTC OR THE CLIENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY COURSE OTHER PERSONS AFFILIATED WITH FTC OR THE CLIENT, IN ALL OF CONDUCTTHE FOREGOING CASES, DEALINGWHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. THE CLIENT AND FTC DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING APPLICABLE STATE AND FEDERAL LAWS. THEREFORE, STATEMENTS (WHETHER ORAL OR WRITTEN)TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, ACTION OR INACTION THE CLIENT AND FTC AGREE THAT A JUDICIAL REFEREE WILL BE APPOINTED UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 TO DETERMINE ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED FACTUAL ISSUES IN ANY RESPECT ACTION, SUIT, OR RELINQUISHED BY LENDER PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR BORROWEROTHERWISE BETWEEN THE CLIENT AND FTC ARISING OUT OF, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOIDCONNECTED WITH, INVALID RELATED OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF INCIDENTAL TO THIS AGREEMENT, THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THE CLIENT AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT FTC SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE UNAFFECTED A RETIRED STATE OR FEDERAL JUDGE WITH AT LEAST FIVE YEARS OF JUDICIAL EXPERIENCE IN CIVIL MATTERS. IN THE EVENT THAT THE CLIENT AND FTC CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE SAME COURT. THE CLIENT AND CONTINUE FTC SHALL EQUALLY BEAR THE FEES AND EXPENSES OF THE REFEREE UNLESS THE REFEREE OTHERWISE PROVIDES IN FULL FORCE AND EFFECTTHE STATEMENT OF DECISION. Borrower: TALENDANTIK DENIM, INC. By LLC BY /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Patrick Chow ------------------------- NAME Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”)Xxow ----------------------- TITLE XXX ----------------------- FTC COMMERCIAL CORP.
Appears in 1 contract
Samples: Indemnity Agreement for Factor and Supplier Guarantees (Blue Holdings, Inc.)
Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALENDLender: BRIX REIT, INC. By PACIFIC MERCANTILE BANK By: /s/ RXXXXXX X. XXXXXX By: /S/ RXXX XXXXXXXXX Name: Rxxxxxx X. Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer BorrowerName: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer LenderRxxx Xxxxxxxxx Title: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title CFO Title: Senior Vice President Schedule to Loan and Security Agreement Borrowers: TalendBRIX REIT, Inc. Talend USAINC., Inc. a Maryland corporation Address: 000 Xxxxxx Xxxxxxx3000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx 000, Xxxxx Xxxx, Xxxxxxxxxx XX 00000 Date: May 29April 30, 2015 2019 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 PACIFIC MERCANTILE BANK and the above Borrower of even date (the “Loan Agreement”).
Appears in 1 contract
Samples: Loan Agreement (BRIX REIT, Inc.)
Mutual Waiver of Jury Trial. LENDER EACH PARTY AGREES THAT ALL PROCEEDINGS CONCERNING THE INTERPRETATIONS, ENFORCEMENT AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY DEFENSE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS AND THE DEBENTURES (WHETHER ORAL BROUGHT AGAINST A PARTY HERETO OR WRITTEN)ITS RESPECTIVE AFFILIATES, ACTION DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR INACTION AGENTS) SHALL BE COMMENCED EXCLUSIVELY IN THE STATE AND FEDERAL COURTS SITTING IN NEW YORK, NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN NEW YORK, NEW YORK FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THEMANY SUCH COURT OR THAT SUCH PROCEEDING IS IMPROPER. THESE PROVISIONS EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL NOT CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO HAVE BEEN MODIFIED LIMIT IN ANY RESPECT WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELINQUISHED BY LENDER RELATING TO THIS AGREEMENT OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEMTHE TRANSACTIONS CONTEMPLATED HEREBY. IF FOR EITHER PARTY SHALL COMMENCE A PROCEEDING TO ENFORCE ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT THEN THE PREVAILING PARTY IN SUCH PROCEEDING SHALL BE UNAFFECTED REIMBURSED BY THE SAME OTHER PARTY FOR ITS REASONABLE ATTORNEYS FEES AND CONTINUE IN FULL FORCE OTHER COSTS AND EFFECT. Borrower: TALENDEXPENSES INCURRED WITH THE INVESTIGATION, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).PREPARATION AND PROSECUTION OF SUCH PROCEEDING
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Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT AMENDMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AMENDMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Pacific Mercantile Bank Amendment to Loan Agreement Borrower: TALENDRW HOLDINGS NNN REIT, INC. By RW HOLDINGS NNN REIT OPERATING PARTNERSHIP, LP By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer BorrowerBy: TALEND USARW HOLDINGS NNN REIT, INC., general partner By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: CFO RICH UNCLES NNN LP, LLC KATANA MERGER SUB, LP By: RW HOLDINGS NNN REIT, INC., managing member By: RW HOLDINGS NNN REIT, INC., general partner By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO Title: CFO MODIV, LLC BRIXINVEST, LLC By: RW HOLDINGS NNN REIT, INC., its Manager By: /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx, Esq. By Title: Manager By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Title: CFO Lender: SQUARE 1 PACIFIC MERCANTILE BANK By By: /s/ XXXXX XXXXXXX Name: Xxxxx Xxxx Title Vice President Schedule Xxxxxxx Title: Interim Regional Manager/VP Pacific Mercantile Bank Amendment to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part CONSENT Each of the Loan undersigned hereby expressly agrees to the Release Section of the foregoing Amendment and Security Agreement acknowledges that the undersigned’s consent to the foregoing Amendment is not required, but the undersigned nevertheless does hereby consent to the foregoing Amendment and to the documents and agreements referred to therein and to all future modifications and amendments thereto, and any termination thereof, and to any and all other present and future documents and agreements between SQUARE 1 BANK or among the fore-going parties. Nothing herein shall in any way limit any of the terms or provisions of the Continuing Guaranties of the undersigned, all of which are hereby ratified and affirmed. Each of the above Borrower of even date undersigned acknowledges and agrees that the foregoing Amendment is deemed a “Trigger Event” (the “First Amendment Trigger Event”) as defined in the Loan Agreement”).Agreement and in the Continuing Guaranties of the undersigned, and that the obligations referenced in Section 1A of such Continuing Guaranties are deemed effective; provided that if the October 2019 Purchase Contract Loan (as defined in foregoing Amendment) and the February 2020 Other Loan (as defined in foregoing Amendment) are paid in full in accordance with the terms of the foregoing Amendment, then the First Amendment Trigger Event shall be deemed cured. XXXXX FAMILY TRUST DATED JULY 5, 1985, AS AMENDED AUGUST 15, 2006 AND APRIL 22, 2016 /s/ XXXXXXX X. XXXXX XXXXXXX X. XXXXX By: /s/ XXXXXXX X. XXXXX Xxxxxxx X. Xxxxx, Trustee of XXXXX FAMILY TRUST DATED JULY 5, 1985, AS AMENDED AUGUST 15, 2006 AND APRIL 22, 2016 By: /s/ XXXXXX XXXXX Xxxxxx Xxxxx, Trustee of XXXXX FAMILY TRUST DATED JULY 5, 1985, AS AMENDED AUGUST 15, 2006 AND APRIL 22, 2016
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Mutual Waiver of Jury Trial. LENDER TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND BORROWER EACH ACKNOWLEDGE COVENANTS THAT THE IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTY HERETO THAT THIS AGREEMENT SECTION 5.13 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS COPY OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, 5.13 WITH ANY COURT AS WRITTEN EVIDENCE OF THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION CONSENT OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS EACH SUCH PARTY TO THE WAIVER OF THIS AGREEMENT SHALL BE UNAFFECTED ITS RIGHT TO TRIAL BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECTJURY. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan * * * The undersigned have executed and Security delivered this Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part as of the Loan and Security Agreement between SQUARE 1 BANK and the date first above Borrower written. COMPANY: IFIT HEALTH & FITNESS INC By: Name: Title: INVESTORS: ICON PREFERRED HOLDINGS, L.P. By: Name: Title: LC9 CONNECTED HOLDINGS, LP By: Name: Title: GS ICON LLC By: Name: Title: SW ICON LLC By: Name: Title: BG ICON LLC By: Name: Title: By: Xxxx X. Xxxxxxxxx, individually By: Xxxxx X. Xxxxxxxxx, individually By: Xxxxxx X. Xxx By: Xxx-Xxxxx Ko EXHIBIT A Illustrative Payment Calculations See attached. EXHIBIT B Form of even date (the “Loan Agreement”).2021 Convertible Note A See attached. EXHIBIT C Form of 2021 Convertible Note B See attached. EXHIBIT D Form of 2021 Convertible Note C See attached. EXHIBIT E Stapling Language in Company COI
Appears in 1 contract
Samples: Omnibus Investor Agreement (iFit Health & Fitness Inc)
Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT AMENDMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AMENDMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT Pacific Mercantile Bank Amendment to Loan Agreement SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Pacific Mercantile Bank Amendment to Loan Agreement Borrower: TALENDRW HOLDINGS NNN REIT, INC. By By: /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer BorrowerRAYMOND X. XXXXXXXame: TALEND USARaymond X. XxxxxxXitle: CFO RW HOLDINGS NNN REIT OPERATING PARTNERSHIP, LP By: RW HOLDINGS NNN REIT, INC. By ., general partner By: /s/ RAYMOND X. XXXXXX Xxxx: Raymond X. Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Xxxxx: CFO RICH UNCLES NNN LP, LLC By: RW HOLDINGS NNN REIT, INC., managing member By: /s/ RAYMOND X. XXXXXX Xxxx: Raymond X. Xxxxxx Xxxxx: CFO KATANA MERGER SUB, LP By: RW HOLDINGS NNN REIT, INC., general partner By: /s/ RAYMOND X. XXXXXX Xxxx: Raymond X. Xxxxxx Xxxxx: CFO MODIV, LLC By: RW HOLDINGS NNN REIT, INC., its Manager By: /s/ RAYMOND X. XXXXXX Xxxx: Xaymond X. Xxxxxx Xxxxx: CFO BRIXINVEST, LLC By/s/ GREGORY X. XXXXXXXName: Gregory X. Xxxxxxx, Xxx.Xxtle: Manager Lender: SQUARE 1 PACIFIC MERCANTILE BANK By By: /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement BorrowersPETER PAXXXXXName: Talend, Inc. Talend USA, Inc. AddressPeter PaxxxxxTitle: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).Interim Regional Manager
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Mutual Waiver of Jury Trial. LENDER BANK AND BORROWER CREDITOR EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER BANK OR BORROWERCREDITOR, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower[Signatures on Next Page] Pacific Western Bank Subordination Agreement (Debt and Security Interest) Creditor: TALENDAgility Capital II, INC. LLC By /s/ Xxxxxxx Xxxxxxx MANAGING PARTNER Amount of Subordinated Debt: $ 625,000.00 Address: 000 XXXXXXX XXXXXX, XXXXX X XXXXX XXXXXXX, XX 00000 Accepted: Bank: Pacific Western Bank By /s/ Xxxxxx Xxxxxxxxxxx Xxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).AVP
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Mutual Waiver of Jury Trial. LENDER THE COMPANY AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIESDIRECTOR, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, CONSULT WITH COUNSEL OF THEIR CHOICECOUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES WANE ANY RIGHT IT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS NOTE, THE LOAN AGREEMENT, SECURITY AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT THEREBY, OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION ACTIONS OF ANY EITHER OF THEM. THIS WAIVER SHALL NOT IN ANY WAY AFFECT THE DIRECTOR'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED HEREIN, IN THE LOAN AGREEMENT OR ANY RELATED INSTRUMENT OR AGREEMENT. NEITHER THE COMPANY NOR THE DIRECTOR SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER THE COMPANY OR BORROWER, THE DIRECTOR EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH BOTH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).
Appears in 1 contract
Samples: Loan Agreement (PAV Republic, Inc.)
Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALENDBorrower: RW HOLDINGS NNN REIT, INC. By By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer BorrowerTitle: TALEND USACFO RICH UNCLES NNN OPERATING PARTNERSHIP, LP By: RW HOLDINGS NNN REIT, INC. By ., general partner By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Title: CFO RICH UNCLES NNN LP, LLC By: RW HOLDINGS NNN REIT, INC., managing member By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: CFO KATANA MERGER SUB, LP By: RW HOLDINGS NNN REIT, INC., general partner By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: CFO MODIV, LLC By: DAISHO OP HOLDINGS, LLC, its Manager By: BRIXINVEST, LLC, its Manager By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: CFO BRIXINVEST, LLC By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: CFO Lender: SQUARE 1 PACIFIC MERCANTILE BANK By /s/ Xxxxx By: /s/XXXX XXXXXXXXX Name: Xxxx Title Xxxxxxxxx Title: Senior Vice President Schedule to Loan and Security Agreement Borrowers: TalendRW HOLDINGS NNN REIT, Inc. Talend USAINC., Inc. a Maryland corporation (“NNN Holdings”) RICH UNCLES NNN LP, LLC, a Delaware limited liability company (“NNN LLC”) RICH UNCLES NNN OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“NNN OP”) BRIXINVEST, LLC, a Delaware limited liability company (“BrixInvest”) KATANA MERGER SUB, LP, a Delaware limited partnership] (“Katana”) MODIV, LLC, a Delaware limited liability company (“Modiv”) Address: 000 Xxxxxx Xxxxxxx0000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx Xxxx, Xxxxxxxxxx XX 00000 Date: May 29December 19, 2015 2019 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 PACIFIC MERCANTILE BANK and the borrower(s) named above Borrower (jointly and severally, the “Borrower”) of even date (the “Loan Agreement”).. Pacific Mercantile Bank Schedule to Loan and Security Agreement
Appears in 1 contract
Samples: Loan and Security Agreement (Rw Holdings NNN Reit, Inc.)
Mutual Waiver of Jury Trial. LENDER BECAUSE DISPUTES ARISING IN CONNECTION WITH COMMERCIAL TRANSACTIONS ARE MOST QUICKLY AND BORROWER ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT TRIER OF FACT AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAW TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. EACH ACKNOWLEDGE THAT OF THE PARTIES HERETO SPECIFICALLY WAIVES SUCH PARTY’S RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHTOF ANY CAUSE OF ACTION, BUT THAT IT MAY BE WAIVEDCLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY “CLAIMS”) ASSERTED BY LANDLORD AGAINST TENANT OR GUARANTOR, OR BY TENANT OR GUARANTOR AGAINST LANDLORD, LANDLORD’S WAIVER HEREUNDER BEING EVIDENCED BY ITS ACCEPTANCE OF THIS LEASE GUARANTY. EACH THIS WAIVER EXTENDS TO ALL SUCH CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS WHICH INVOLVE PERSONS OR ENTITIES OTHER THAN LANDLORD, TENANT, AND GUARANTOR; CLAIMS WHICH ARISE OUT OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ARE IN ANY LITIGATION BASED UPON WAY CONNECTED TO THE RELATIONSHIP BETWEEN LANDLORD AND TENANT OR GUARANTOR; AND ANY CLAIMS FOR DAMAGES, BREACH OF CONTRACT ARISING OUT OF THIS AGREEMENT THE GUARANTEED OBLIGATIONS OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, SPECIFIC PERFORMANCE, OR ANY EQUITABLE OR LEGAL RELIEF OF ANY KIND. WITH REFERENCE TO THE FOREGOING WAIVER, GUARANTOR ACKNOWLEDGES AND ALL OTHER TERMS AGREES THAT IT HAS RECEIVED FULL AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED SUFFICIENT CONSIDERATION THEREFOR AND THAT SUCH WAIVER BY GUARANTOR IS A MATERIAL INDUCEMENT FOR LANDLORD ENTERING INTO THE TRANSACTIONS COVERED BY THE SAME LEASE AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”)THIS LEASE GUARANTY.
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Mutual Waiver of Jury Trial. LENDER MORTGAGOR AND BORROWER EACH ACKNOWLEDGE THAT MORTGAGEE (BY ACCEPTANCE OF THIS MORTGAGE) EACH, ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS, WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ALL RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHTOF ANY AND ALL CLAIMS BETWEEN THEM ARISING UNDER THIS MORTGAGE, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIESNOTE, AFTER CONSULTING THE LOAN AGREEMENT, OR HAVING HAD THE OPPORTUNITY TO CONSULTANY OTHER DOCUMENTS AND AGREEMENTS EXECUTED IN CONNECTION, DIRECTLY OR INDIRECTLY, WITH COUNSEL THE LOAN, AND ANY AND ALL CLAIMS ARISING UNDER COMMON LAW OR UNDER ANY STATUTE OF THEIR CHOICEANY STATE OR THE UNITED STATES OF AMERICA, KNOWINGLYWHETHER ANY SUCH CLAIMS BE NOW EXISTING OR HEREAFTER ARISING, VOLUNTARILY NOW KNOWN OR UNKNOWN. IN MAKING THIS WAIVER MORTGAGEE AND INTENTIONALLY WAIVES MORTGAGOR ACKNOWLEDGE AND AGREE THAT ANY RIGHT IT MAY HAVE TO AND ALL CLAIMS MADE BY MORTGAGEE AND ALL CLAIMS MADE AGAINST MORTGAGEE SHALL BE HEARD BY A JUDGE OF A COURT OF PROPER JURISDICTION, AND SHALL NOT BE HEARD BY A JURY. MORTGAGEE AND MORTGAGOR ACKNOWLEDGE AND AGREE THAT THIS WAIVER OF TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY IS A MATERIAL ELEMENT OF THE TRANSACTIONS CONTEMPLATED CONSIDERATION FOR THIS TRANSACTION. MORTGAGEE AND MORTGAGOR, WITH ADVICE OF COUNSEL, EACH ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING A LEGAL RIGHT BY AGREEING TO THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”)WAIVER PROVISION.
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Samples: And Development Loan Agreement (Transeastern Properties Inc)
Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT AMENDMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AMENDMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENTAMENDMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT AMENDMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECTEFFCT. Borrower[Signatures on Next Page] Amendment to Loan Agreement Borrowers: TALENDCalAmp Corp. CalAmp Products, INC. Inc. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. Xxxxxxx Xxxxxxx Name Xxxxxxx Xxxxxxx By /s/ Xxxxxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx Name Xxxxxxx Xxxxxxx Title Chief Financial Officer VP Finance and CFO Title VP Finance and CFO CalAmp Wireless Networks Corporation By /s/ Xxxxxxx Xxxxxxx Name Xxxxxxx Xxxxxxx Title VP Finance and CFO Lender: SQUARE Square 1 BANK Bank By /s/ Xxxxx Xxxx Xxxxxxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).VP
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Samples: CalAmp Corp.
Mutual Waiver of Jury Trial. LENDER BANK AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT AMENDMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AMENDMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER BANK OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER Square 1 Bank Eighth Amendment to Loan Agreement TERM OR PROVISION OF THIS AGREEMENTAMENDMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT AMENDMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. [Signatures on Next Page] Square 1 Bank Eighth Amendment to Loan Agreement Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer LenderLOCAL CORPORATION Bank: SQUARE 1 BANK By Title /s/ Xxxxxxx X. Xxxxxx Chief Financial Officer By Title /s/ Xxxxx Xxxx Account Executive Borrower: KRILLION, INC. Borrower: SCREAMIN MEDIA GROUP, INC. By Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 /s/ Xxxxxxx X. Xxxxxx Xxxxxxx, Xxxxx 000 Chief Financial Officer By Title /s/ Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).X. Xxxxxx Chief Financial Officer
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Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECTEFFCT. BorrowerBorrowers: TALEND, INC. CalAmp Corp. By /s/ Richard Vitelle Name Richard Vitelle Title VP Finance & CFO XxxXxx Xxxxxcts, Ixx. Xx /x/ Xxxo Sarkissian Name Garo Sarkissian Title Vice President Xxxxxxxxx Xxxxoratiox Xx /x/ Xxxxxrd Vitelle Name Richard Vitelle Title Treasurer Lendex: Xxxxxx Xxxxxxxxxxx 0 Xxxk By /x/ Xxxxxxx Xxxl Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer LenderS.V.P. LOGO: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: TalendCalAmp Corp., Inc. Talend USAa Delaware corporation ("Parent") CalAmp Products, Inc. Inc., a Delaware corporation Dataradio Corporation, a Delaware corporation Address: 000 Xxxxxx Xxxxxxx1401 N. Rice Avenue Oxnard, Xxxxx 000 Xxxxxxx California 93030 Xxxx: December 22, Xxxxxxxxxx 00000 Date: May 29, 2015 2009 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower Borrowers of even date (the “Loan Agreement”).date. =====================================================================
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Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT AMENDMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AMENDMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALENDBRIX REIT, INC. By Lender: PACIFIC MERCANTILE BANK By: /s/ RXXXXXX X. XXXXXX By: /s/ PXXXX XXXXXXX Name: Rxxxxxx X. Xxxxxx Xxxxxxxxxxx Title Name: Pxxxx Xxxxxxx Title: Chief Financial Officer BorrowerTitle: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).Interim Regional Manager
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Samples: Loan Agreement (BRIX REIT, Inc.)
Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALENDRW HOLDINGS NNN REIT, INC. By RICH UNCLES NNN OPERATING PARTNERSHIP, LP By: /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer BorrowerRXXXXXX X. XXXXXX By: TALEND USARW HOLDINGS NNN REIT, INC. By ., general partner Name: Rxxxxxx X. Xxxxxx By: /s/ RXXXXXX X. XXXXXX Title: CFO Name: Rxxxxxx X. Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Title: CFO RICH UNCLES NNN LP, LLC By: RW HOLDINGS NNN REIT, INC., member By: /s/ RXXXXXX X. XXXXXX Name: Rxxxxxx X. Xxxxxx Title: CFO Lender: SQUARE 1 PACIFIC MERCANTILE BANK By /s/ Xxxxx Xxxx Title By: /S/ RXXX XXXXXXXXX Name: Rxxx Xxxxxxxxx Title: Senior Vice President Schedule to Loan and Security Agreement Borrowers: TalendRW HOLDINGS NNN REIT, Inc. Talend USAINC., Inc. a Maryland corporation RICH UNCLES NNN LP, LLC, a Delaware limited liability company RICH UNCLES NNN OPERATING PARTNERSHIP, LP, a Delaware limited partnership Address: 000 Xxxxxx Xxxxxxx3000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx 000, Xxxxx Xxxx, Xxxxxxxxxx XX 00000 Date: May 29April 30, 2015 2019 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 PACIFIC MERCANTILE BANK and the borrower(s) named above Borrower (jointly and severally, the “Borrower”) of even date (the “Loan Agreement”).
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Mutual Waiver of Jury Trial. LENDER AGENT AND XXXXXXX AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT AMENDMENT, THE LOAN AGREEMENT, OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AMENDMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWERANY PARTY HERETO, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. Exhibit 10.41 OF THIS AGREEMENTAMENDMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT AMENDMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. Exhibit 10.41 Borrower: TALENDCARDLYTICS, INC. By /s/ By:_____/s/ Xxxx Xxxxxx____________ Name: Xxxx Xxxxxx Xxxxxxxxxxx Title Title: Chief Financial Legal and Privacy Officer Agent and Lender: PACIFIC WESTERN BANK By:___/s/ Xxxxx Xxxxxxx______________ Name: Xxxxx Xxxxxxx Title: Senior Vice President Borrower: TALEND USADOSH HOLDINGS LLC (formerly known as BSPEARS MERGER SUB II, LLC) By:_____/s/ Xxxx Xxxxxx____________ Name: Xxxx Xxxxxx Title: Manager Borrower: AFIN INTERMEDIATE HOLDINGS INC. By /s/ By:_____/s/ Xxxx Xxxxxx____________ Name: Xxxx Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer LenderTitle: SQUARE 1 BANK By /s/ Xxxxx President, Treasurer and Secretary Borrower: AFIN HOLDINGS INC. By:_____/s/ Xxxx Title Vice President Schedule to Loan Xxxxxx____________ Name: Xxxx Xxxxxx Title: President, Treasurer and Security Agreement BorrowersSecretary Borrower: TalendHSP EPI ACQUISITION, Inc. Talend USA, Inc. AddressLLC By:_____/s/ Xxxx Xxxxxx____________ Name: 000 Xxxx Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 DateTitle: May 29, 2015 This Schedule forms an integral part of the Loan Manager and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).President
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Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHTOF ANY CLAIM, BUT THAT IT MAY BE WAIVED. EACH DEMAND, PROCEEDING OR CAUSE OF ACTION BASED UPON, ARISING OUT OF, OR RELATING TO, (I) THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY PARTIES IN ANY LITIGATION BASED UPON OR ARISING OUT RESPECT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT HEREBY OR ANY COURSE OF CONDUCTTHE TRANSACTIONS CONTEMPLATED THEREBY, DEALINGIN EACH CASE, STATEMENTS (WHETHER ORAL NOW EXISTING OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENTHEREAFTER ARISING, AND ALL OTHER TERMS WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HEREBY AGREES AND PROVISIONS CONSENTS THAT ANY SUCH CLAIM, DEMAND, PROCEEDING OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT SHALL BE UNAFFECTED WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE SAME EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND CONTINUE HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”THIS SECTION 8(i).
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Mutual Waiver of Jury Trial. LENDER AND BORROWER PLEDGOR EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWERPLEDGOR, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower[Signatures on Next Page] Pacific Western Bank Pledge Agreement Pledgor: TALEND, INC. Lender: TALEND SA PACIFIC WESTERN BANK /s/ Xxxxxxxx Xxxxxx By /s/ Xxxxxxx X. Xxxxxx Xxxxxxxxxxx Name Xxxxxxx X. Xxxxxx Represented by: Xxxxxxxx Xxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).SVP duly authorized
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Samples: Pledge Agreement (Talend S.A.)
Mutual Waiver of Jury Trial. LENDER THE GUARANTOR AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT DIRECTOR, TO TRIAL THE EXTENT PERMITTED BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, LAW AND AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, CONSULT WITH COUNSEL OF THEIR CHOICECOUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES WAIVE ANY RIGHT IT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT GUARANTY, OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT THEREBY, OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION ACTIONS OF ANY OF THEM. THIS WAIVER SHALL NOT IN ANY WAY AFFECT THE DIRECTOR’S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED HEREIN OR IN THE NOTE OR IN ANY RELATED INSTRUMENT OR AGREEMENT. NEITHER THE GUARANTOR NOR THE DIRECTOR SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER EITHER GUARANTOR OR BORROWER, THE DIRECTOR EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH BOTH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).
Appears in 1 contract
Samples: Payment Guaranty (Hall of Fame Resort & Entertainment Co)
Mutual Waiver of Jury Trial. LENDER AGENT AND XXXXXXX AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT AMENDMENT, THE LOAN AGREEMENT, OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AMENDMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWERANY PARTY HERETO, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENTAMENDMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT AMENDMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Exhibit 10.3 Borrower: TALENDCARDLYTICS, INC. By /s/ By:_/s/ Xxxx Xxxxxx_______________________ Name: Xxxx Xxxxxx Xxxxxxxxxxx Title Title: Chief Financial Legal and Privacy Officer Agent and Lender: BANC OF CALIFORNIA By:_/s/ Xxxxxxxx Xxxxxxx__________ Name: Xxxxxxxx Xxxxxxx Title: Senior Vice President Borrower/Converted Entity: DOSH HOLDINGS LLC By:_/s/ Xxxx Xxxxxx_______________________ Name: Xxxx Xxxxxx Title: Manager Borrower: TALEND USA, AFIN INTERMEDIATE HOLDINGS INC. By /s/ By:_/s/ Xxxx Xxxxxx_______________________ Name: Xxxx Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer LenderTitle: SQUARE 1 BANK By /s/ Xxxxx President, Treasurer and Secretary Borrower: AFIN HOLDINGS INC. By:_/s/ Xxxx Title Vice President Schedule to Loan Xxxxxx_______________________ Name: Xxxx Xxxxxx Title: President, Treasurer and Security Agreement BorrowersSecretary Borrower: TalendHSP EPI ACQUISITION, Inc. Talend USA, Inc. AddressLLC By:_/s/ Xxxx Xxxxxx_______________________ Name: 000 Xxxx Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 DateTitle: May 29, 2015 This Schedule forms an integral part of the Loan Manager and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).President
Appears in 1 contract
Mutual Waiver of Jury Trial. LENDER THE CLIENT AND BORROWER FTC EACH ACKNOWLEDGE THAT HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ACTION OR PROCEEDING BASED UPON OR UPON, ARISING OUT OF OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY RELATED OTHER PRESENT OR FUTURE INSTRUMENT OR LOAN DOCUMENT AGREEMENT BETWEEN FTC AND THE CLIENT, OR ANY CONDUCT, ACTS OR OMISSIONS OF FTC OR THE CLIENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY COURSE OTHER PERSONS AFFILIATED WITH FTC OR THE CLIENT, IN ALL OF CONDUCTTHE FOREGOING CASES, DEALINGWHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. THE CLIENT AND FTC DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING APPLICABLE STATE AND FEDERAL LAWS. THEREFORE, STATEMENTS (WHETHER ORAL OR WRITTEN)TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, ACTION OR INACTION THE CLIENT AND FTC AGREE THAT A JUDICIAL REFEREE WILL BE APPOINTED UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 TO DETERMINE ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED FACTUAL ISSUES IN ANY RESPECT ACTION, SUIT, OR RELINQUISHED BY LENDER PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR BORROWEROTHERWISE BETWEEN THE CLIENT AND FTC ARISING OUT OF, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOIDCONNECTED WITH, INVALID RELATED OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF INCIDENTAL TO THIS AGREEMENT, THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THE CLIENT AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT FTC SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE UNAFFECTED A RETIRED STATE OR FEDERAL JUDGE WITH AT LEAST FIVE YEARS OF JUDICIAL EXPERIENCE IN CIVIL MATTERS. IN THE EVENT THAT THE CLIENT AND FTC CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE SAME COURT. THE CLIENT AND CONTINUE FTC SHALL EQUALLY BEAR THE FEES AND EXPENSES OF THE REFEREE UNLESS THE REFEREE OTHERWISE PROVIDES IN FULL FORCE AND EFFECTTHE STATEMENT OF DECISION. Borrower: TALENDTAVERNITI SO JEANS, INC. By LLC BY /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Patrick Chow -------------------------- NAME Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”)Xxow ------------------------ TITLE XXX ----------------------- FTC COMMERCIAL CORP.
Appears in 1 contract
Samples: Indemnity Agreement for Factor and Supplier Guarantees (Blue Holdings, Inc.)
Mutual Waiver of Jury Trial. LENDER AND BORROWER Judicial Reference. Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the Parties wish applicable state and federal laws to apply (rather than arbitration rules), the Parties desire that their disputes be resolved by a judge applying such applicable laws. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH ACKNOWLEDGE THAT OF THE PARTIES SPECIFICALLY WAIVES ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY YOU AGAINST US OR OUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST YOU. IN THE EVENT THAT THE FOREGOING JURY TRIAL WAIVER IS NOT ENFORCEABLE, ALL CLAIMS, INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE. THE PARTIES SHALL SELECT A CONSTITUTIONAL RIGHTSINGLE NEUTRAL REFEREE, BUT WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE. IN THE EVENT THAT IT MAY THE PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE WAIVEDAPPOINTED BY THE COURT. EACH THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS SECTION SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE LAWFUL SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE PARTIESREFEREE EQUALLY UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, AFTER CONSULTING INTERPRETATION AND ENFORCEABILITY OF THIS SECTION. THE PARTIES ACKNOWLEDGE THAT THE CLAIMS WILL NOT BE ADJUDICATED BY A JURY. THIS WAIVER EXTENDS TO ALL SUCH CLAIMS, INCLUDING CLAIMS THAT INVOLVE PERSONS OTHER THAN YOU AND US; CLAIMS THAT ARISE OUT OF OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ARE IN ANY LITIGATION BASED UPON WAY CONNECTED TO THE RELATIONSHIP BETWEEN YOU AND US; AND ANY CLAIMS FOR DAMAGES, BREACH OF CONTRACT, SPECIFIC PERFORMANCE OR ANY EQUITABLE OR LEGAL RELIEF OF ANY KIND, ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).
Appears in 1 contract
Samples: www.sec.gov
Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT AMENDMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AMENDMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENTAMENDMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT AMENDMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECTEFFCT. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule [Signatures on Next Page] Amendment to Loan and Security Agreement Borrowers: TalendCalAmp Corp. CalAmp Products, Inc. Talend USA, Inc. AddressBy: 000 Xxxxxx Xxxxxxx, Xxxxx 000 /s/ Xxxxxxx Xxxx, Xxxxxxxxxx 00000 DateXxxxxxx By: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: VP Finance & CFO Title: Treasurer CalAmp Wireless Networks Corporation By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Treasurer Lender: Square 1 BANK and the above Borrower of even date (the “Loan Agreement”).Bank By: /s/ Xxxx Xxxxxxx Title: VP
Appears in 1 contract
Samples: CalAmp Corp.
Mutual Waiver of Jury Trial. LENDER BECAUSE DISPUTES ARISING IN CONNECTION WITH COMMERCIAL TRANSACTIONS ARE MOST QUICKLY AND BORROWER ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT TRIER OF FACT AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAW TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. EACH ACKNOWLEDGE THAT OF THE PARTIES HERETO SPECIFICALLY WAIVES SUCH PARTY'S RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHTOF ANY CAUSE OF ACTION, BUT THAT IT MAY BE WAIVEDCLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY "CLAIMS") ASSERTED BY LANDLORD AGAINST TENANT OR GUARANTOR, OR BY TENANT OR GUARANTOR AGAINST LANDLORD, LANDLORD'S WAIVER HEREUNDER BEING EVIDENCED BY ITS ACCEPTANCE OF THIS LEASE GUARANTY. EACH THIS WAIVER EXTENDS TO ALL SUCH CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS WHICH INVOLVE PERSONS OR ENTITIES OTHER THAN LANDLORD, TENANT, AND AFDOCS//21459967 GUARANTOR; CLAIMS WHICH ARISE OUT OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ARE IN ANY LITIGATION BASED UPON WAY CONNECTED TO THE RELATIONSHIP BETWEEN LANDLORD AND TENANT OR GUARANTOR; AND ANY CLAIMS FOR DAMAGES, BREACH OF CONTRACT ARISING OUT OF THIS AGREEMENT THE GUARANTEED OBLIGATIONS OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, SPECIFIC PERFORMANCE, OR ANY EQUITABLE OR LEGAL RELIEF OF ANY KIND. WITH REFERENCE TO THE FOREGOING WAIVER, GUARANTOR ACKNOWLEDGES AND ALL OTHER TERMS AGREES THAT IT HAS RECEIVED FULL AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED SUFFICIENT CONSIDERATION THEREFOR AND THAT SUCH WAIVER BY GUARANTOR IS A MATERIAL INDUCEMENT FOR LANDLORD ENTERING INTO THE TRANSACTIONS COVERED BY THE SAME LEASE AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”)THIS LEASE GUARANTY.
Appears in 1 contract
Mutual Waiver of Jury Trial. LENDER AND BORROWER GUARANTOR EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWERGUARANTOR, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer BorrowerGuarantor: TALEND USA, INC. By SA /s/ Xxxxxxxx Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Represented by: Xxxxxxxx Xxxxxx duly authorized Lender: SQUARE 1 PACIFIC WESTERN BANK By /s/ Xxxxx Xxxx Xxxxxxx X. Xxxxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).SVP
Appears in 1 contract
Samples: Supplemental Agreement (Talend S.A.)
Mutual Waiver of Jury Trial. LENDER THE BORROWER AND BORROWER SILICON EACH ACKNOWLEDGE THAT HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ACTION OR PROCEEDING BASED UPON OR UPON, ARISING OUT OF OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY RELATED OTHER PRESENT OR FUTURE INSTRUMENT OR LOAN DOCUMENT AGREEMENT BETWEEN SILICON AND THE BORROWER, OR ANY CONDUCT, ACTS OR OMISSIONS OF SILICON OR THE BORROWER OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY COURSE OTHER PERSONS AFFILIATED WITH SILICON OR THE BORROWER. THIS WAIVER OF CONDUCTTHE RIGHT TO JURY TRIAL APPLIES TO ALL CONTRACT CLAIMS, DEALINGTORT CLAIMS, STATEMENTS (WHETHER ORAL OR WRITTEN)BREACH OF DUTY CLAIMS, ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWERCOMMON LAW CLAIMS, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, STATUTORY CLAIMS AND ALL OTHER TERMS CLAIMS AND PROVISIONS CAUSES OF ACTION OF EVERY KIND. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING JURY TRIAL WAIVER CONSTITUTES A MATERIAL INDUCEMENT TO THE OTHER PARTY TO ENTER INTO THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AGREEMENT. EACH PARTY REPRESENTS AND CONTINUE IN FULL FORCE WARRANTS THAT IT HAS REVIEWED THIS JURY TRIAL WAIVER WITH ITS LEGAL COUNSEL AND EFFECTTHAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING ITS CONSULTATION WITH ITS LEGAL COUNSEL. Borrower: TALENDFORWARD VENTURES III, INC. L.P., a Delaware limited partnership By: Forward III Associates, LLC, its general partner By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. Xxxxxxxx X. Xxxxxxx -------------------------------- Managing Member By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer LenderXxxx Xxxxxxx -------------------------------- Managing Member Silicon: SQUARE 1 SILICON VALLEY BANK By /s/ Xxxxx X. Xxxx Title -------------------------------- Senior Vice President Schedule to Loan and Security Agreement BorrowersPAGE 27 OF 35 PAGES SILICON VALLEY BANK SCHEDULE TO LOAN AND SECURITY AGREEMENT BORROWER: TalendFORWARD VENTURES III, Inc. Talend USAL.P. ADDRESS: 00000 XXXXXXXXX XXXX, Inc. AddressXXXXX 000 XXX XXXXX,, XXXXXXXXXX 00000 DATE: 000 Xxxxxx XxxxxxxDECEMBER 19, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms 1996 THIS SCHEDULE is an integral part of the Loan and Security Agreement between SQUARE 1 BANK Silicon Valley Bank ("Silicon") and the above Borrower above-named borrower ("Borrower") of even date (the “Loan Agreement”)date.
Appears in 1 contract
Mutual Waiver of Jury Trial. LENDER JURIDICTION. SUBORDINATING CREDITOR AND BORROWER SECURED PARTY EACH ACKNOWLEDGE THAT HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHTIN ANY ACTION OR PROCEEDING BASED UPON, BUT THAT IT MAY BE WAIVED. ARISING OUT OF, OR IN ANY WAY RELATING TO: (I) THIS AGREEMENT; OR (II) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN SUBORDINATING CREDITOR AND SECURED PARTY; OR (III) ANY CONDUCT, ACTS OR OMISSIONS OF SUBORDINATING CREDITOR OR SECURED PARTY OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH SUBORDINATING CREDITOR OR SECURED PARTY; IN EACH OF THE PARTIESFOREGOING CASES, AFTER CONSULTING WHETHER SOUNDING IN CONTRACT OR HAVING HAD TORT OR OTHERWISE. SUBORDINATING CREDITOR AND SECURED PARTY HEREBY AGREE THAT ANY JUDICIAL PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT, WITHOUT LIMITATION, IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICATION IN THE OPPORTUNITY TO CONSULTSTATE OF NEW YORK, WITH COUNSEL AND THEY HEREBY ACCEPT, WITHOUT LIMITATION, THE NON-EXCLUSIVE JURISDICTION OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY SAID COURTS LOCATED IN THE STATE OF NEW YORK. SUBORDINATING CREDITOR WAIVES ANY RIGHT IT MAY HAVE OBJECTION TO A TRIAL BY JURY JURISDICTION AND VENUE OF SAID COURTS LOCATED IN THE STATE OF NEW YORK AND SHALL NOT ASSERT ANY LITIGATION DEFENSE BASED UPON LACK OF JURISDICTION OR ARISING OUT OF THIS AGREEMENT VENUE BASED UPON FORUM NON CONVENIENS WITH RESPECT TO SAID COURTS. "SUBORDINATING CREDITOR:" SILICON VALLEY BANK BY /S/ PATRICK O'DONNELL PRESIDENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCTVICE PRESIDENT XXXXXXX: 0000 TASMAN DRIVE SANTA CLARA, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. BorrowerCALIFORNIA 95054 XXXX: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).XXXXXXX XXXXX XXX XXENDA PENROD
Appears in 1 contract
Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT AMENDMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AMENDMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENTAMENDMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT AMENDMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Pacific Western Bank Twelfth Amendment to Loan Documents Borrower: TALEND, INCBank: CALAMP CORP. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 PACIFIC WESTERN BANK By /s/ Xxxxxxx Xxxxxxx By /s/ Xxxx Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement BorrowersEVP & CFO Title SVP Borrower: Talend, Inc. Talend USA, Inc. AddressCALAMP WIRELESS NETWORKS CORPORATION By /s/ Xxxxxxx Xxxxxxx Title Treasurer Borrower: 000 Xxxxxx Xxxxxxx, Xxxxx 000 LOJACK CORPORATION By /s/ Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).Xxxxxxx Title Treasurer
Appears in 1 contract
Samples: Loan Documents (CalAmp Corp.)
Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALENDXTERA COMMUNICATIONS, INC. By /s/ Xxxxxx Xxxxxxxxxxx Xxxx Xxxx Title Chief Financial Officer Secretary Borrower: TALEND USAAZEA NETWORKS, INC. By /s/ Xxxxxx Xxxxxxxxxxx Xxxx Xxxx Title Chief Financial Officer Secretary Borrower: NEOVUS, INC. By /s/ Xxxx Xxxx Title Secretary Borrower: XTERA ASIA HOLDINGS, LLC By /s/ Xxxx Xxxx Title Secretary Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Square 1 Bank Title Senior Vice President Schedule to Loan and Security Agreement Borrowers: TalendXtera Communications, Inc. Talend USAAzea Networks, Inc. Neovus, Inc. Xtera Asia Holdings, LLC Address: 000 Xxxxxx XxxxxxxX. Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx XxxxSuite 100 Allen, Xxxxxxxxxx 00000 TX 75013 Date: May 29January 16, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).
Appears in 1 contract
Samples: Loan and Security Agreement (Xtera Communications, Inc.)
Mutual Waiver of Jury Trial. LENDER THE CLIENT AND BORROWER FTC EACH ACKNOWLEDGE THAT HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ACTION OR PROCEEDING BASED UPON OR UPON, ARISING OUT OF OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY RELATED OTHER PRESENT OR FUTURE INSTRUMENT OR LOAN DOCUMENT AGREEMENT BETWEEN FTC AND THE CLIENT, OR ANY CONDUCT, ACTS OR OMISSIONS OF FTC OR THE CLIENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY COURSE OTHER PERSONS AFFILIATED WITH FTC OR THE CLIENT, IN ALL OF CONDUCTTHE FOREGOING CASES, DEALINGWHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. THE CLIENT AND FTC DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING APPLICABLE STATE AND FEDERAL LAWS. THEREFORE, STATEMENTS (WHETHER ORAL OR WRITTEN)TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, ACTION OR INACTION THE CLIENT AND FTC AGREE THAT A JUDICIAL REFEREE WILL BE APPOINTED UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 TO DETERMINE ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED FACTUAL ISSUES IN ANY RESPECT ACTION, SUIT, OR RELINQUISHED BY LENDER PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR BORROWEROTHERWISE BETWEEN THE CLIENT AND FTC ARISING OUT OF, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOIDCONNECTED WITH, INVALID RELATED OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF INCIDENTAL TO THIS AGREEMENT, THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THE CLIENT AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT FTC SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE UNAFFECTED A RETIRED STATE OR FEDERAL JUDGE WITH AT LEAST FIVE YEARS OF JUDICIAL EXPERIENCE IN CIVIL MATTERS. IN THE EVENT THAT THE CLIENT AND FTC CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE SAME COURT. THE CLIENT AND CONTINUE FTC SHALL EQUALLY BEAR THE FEES AND EXPENSES OF THE REFEREE UNLESS THE REFEREE OTHERWISE PROVIDES IN FULL FORCE AND EFFECTTHE STATEMENT OF DECISION. Borrower: TALENDBLUE HOLDINGS, INC. By BY /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Patrick Chow -------------------------- NAME Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”)Xxxw ------------------------ TITLE XXX ----------------------- FTC COMMERCIAL CORP.
Appears in 1 contract
Samples: Indemnity Agreement for Factor and Supplier Guarantees (Blue Holdings, Inc.)
Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHTBecause disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), BUT THAT IT MAY BE WAIVEDthe parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE PARTIESBORROWER, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AGENT AND INTENTIONALLY XXXXXXX SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY BORROWER AGAINST AGENT AND/OR LENDERS OR THEIR ASSIGNEE OR BY AGENT AND/OR LENDERS OR THEIR ASSIGNEE AGAINST BORROWER. IN THE EVENT THE JURY WAIVER IN THIS IS UNENFORCEABLE FOR ANY LITIGATION BASED UPON OR REASON, THE PARTIES WILL RESOLVE ALL DISPUTES ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT RELATIONSHIP BETWEEN LENDERS, AGENT AND/OR LOAN DOCUMENT OR ANY BORROWER BY JUDICIAL REFERENCE PURSUANT TO CODE OF CIVIL PROCEDURE SECTION 638 ET XXX, SUCH REFERENCE PROCEEDING TO BE CONDUCTED WITHOUT A JURY BEFORE A MUTUALLY ACCEPTABLE REFEREE OR, IF THERE IS NO AGREEMENT ON THE REFEREE, A REFEREE APPOINTED BY THE PRESIDING JUDGE OF THE TRANSACTIONS CONTEMPLATED BY CALIFORNIA SUPERIOR COURT FOR SAN MATEO COUNTY. THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SECTION SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED PROHIBIT ANY PARTY FROM SEEKING ANY JUDICIAL PREJUDGMENT REMEDY OR EXERCISING ANY NONJUDICIAL REMEDY IN ANY RESPECT ACCORDANCE WITH THE UNIFORM COMMERCIAL CODE OR RELINQUISHED BY LENDER OR BORROWEROTHER APPLICABLE LAW. This waiver extends to all such Claims, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOIDincluding Claims that involve Persons other than Borrower, INVALID OR UNENFORCEABLEAgent and Lenders; Claims that arise out of or are in any way connected to the relationship between Borrower, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENTAgent and Lenders; and any Claims for damages, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALENDbreach of contract, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USAspecific performance, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to or any equitable or legal relief of any kind, arising out of this Agreement, any other Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part Document or any of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).Excluded Agreements,
Appears in 1 contract
Samples: Warrant Agreement (XDx, Inc.)
Mutual Waiver of Jury Trial. LENDER AGENT AND LENDERS AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT AMENDMENT, THE LOAN AGREEMENT, OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWERANY PARTY HERETO, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALENDAgent and Lender: CARDLYTICS, INC. By PACIFIC WESTERN BANK /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By Xxxxxxxxxxxx /s/ Mykas Degesys Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxxxxxxx Mykas Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).
Appears in 1 contract
Mutual Waiver of Jury Trial. LENDER AGENT AND LENDERS AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT CONSENT, THE LOAN AGREEMENT, OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT CONSENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWERANY PARTY HERETO, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENTCONSENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT CONSENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALENDAgent and Lender: CARDLYTICS, INC. By PACIFIC WESTERN BANK /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By Xxxxxxxxxxxx /s/ Mykas Degesys Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxxxxxxx Mykas Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).
Appears in 1 contract
