Waiver of Jury Trial Contract Clauses (6,795)

Waiver of Jury Trial. The MarkWest Parties and the Selling Unitholder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, any Terms Agreement or the transactions contemplated hereby or thereby.

Waiver of Jury Trial. The Guarantor and the Beneficiaries, through acceptance of this Guaranty, waive all rights to trial by jury in any action, proceeding or counterclaim arising or relating to this Guaranty.

Waiver of Jury Trial. THE MAKER AND THE HOLDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ACCEPTING THIS NOTE.

Waiver of Jury Trial. All of the parties to this Note knowingly and intentionally, irrevocably and unconditionally, waive any and all right to a trial by jury in any litigation arising out of or concerning this Note or any other Loan Document or related obligation. All of these parties acknowledge that this section has either been brought to the attention of each party's legal counselor that each party had the opportunity to do so.

Waiver of Jury Trial. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Executive's employment by the Comp...any or any Company Affiliate, or for the recognition and enforcement of any judgment in respect thereof (a "Proceeding"), to the exclusive jurisdiction of the courts of the State of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Executive's employment by the Company or any Company Affiliate, or the Executive's or the Company's performance under, or the enforcement of, this Agreement, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Executive's or the Company's address as provided in Section 12 hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of New York. View More

Waiver of Jury Trial. BORROWER AND EACH LENDER PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT AND FOR ANY COUNTERCLAIM THEREIN.

Waiver of Jury Trial. DEBTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM THAT RELATES TO OR ARISES OUT OF THIS NOTE OR ANY OF THE LOAN DOCUMENTS OR THE ACTS OR FAILURE TO ACT OF OR BY LENDER IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THIS NOTE OR THE OTHER LOAN DOCUMENTS. REMAINDER OF PAGE LEFT INTENTIONALLY BLANK PROMISSORY NOTE – PAGE 4 SOVEREIGN BANK – LAZARUS REFINING & MARKETING, LLC EXECUTED as of the Effective Date. DEBT...OR: ADDRESS: LAZARUS REFINING & MARKETING, LLC 801 Travis Street, Suite 2100 Houston, TX 77002 By: BLUE DOLPHIN ENERGY COMPANY Its: Sole Member By: /s/ JONATHAN P. CARROLL Name: Jonathan P. Carroll Title: President PROMISSORY NOTE – PAGE 5 SOVEREIGN BANK – LAZARUS REFINING & MARKETING, LLC EX-10.5 6 ex105.htm ex105.htm EX. 10.5 SOVEREIGN BANK – LOAN NO. PROMISSORY NOTE 2,000,000.00 MAY 2, 2014 FOR VALUE RECEIVED, LAZARUS REFINING & MARKETING, LLC, a Delaware limited liability company ("Debtor"), unconditionally promises to pay to the order of SOVEREIGN BANK, a Texas state bank (together with its successors and assigns, "Lender"), without setoff, at its offices at 17950 Preston Road, Suite 500, Dallas, TX 75252, or at such other place as may be designated by Lender, the principal amount of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00), together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate (the "Rate"), and in accordance with the payment schedule indicated below. This PROMISSORY NOTE (this "Note") is executed pursuant to and evidences a loan funded by Lender under that certain LOAN AND SECURITY AGREEMENT dated as of even date herewith (the "Effective Date"), between Debtor and Lender (as amended, restated or otherwise modified from time to time, the "Loan Agreement"), to which reference is made for a statement of the collateral, rights and obligations of Debtor and Lender in relation thereto, but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of Debtor to pay unpaid principal of and interest on this Note when due. Capitalized terms not otherwise defined herein shall have the same meanings as in the Loan Agreement. View More

Waiver of Jury Trial. BORROWER, PARENT, AND LENDER EACH WAIVE TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AMENDMENT, ANY OF THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. EACH OF TH...E FUND AND THE INVESTMENT MANAGER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUCH PARTIES ENTERING INTO THIS AGREEMENT. View More

Waiver of Jury Trial. PLEDGOR HEREBY (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN, KNOWINGLY AND VOLUNTARILY, BY PLEDGOR, AND THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED AND REQ...UESTED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES HERETO, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF PLEDGOR'S WAIVER OF THE RIGHT TO JURY TRIAL. FURTHER, PLEDGOR HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF LENDER (INCLUDING THEIR RESPECTIVE COUNSEL) HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO PLEDGOR THAT LENDER WILL NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. 10 18. Notwithstanding anything in this Agreement to the contrary: (i) so long as the Subordination Agreement dated January 22, 2015 (as hereafter amended, modified or restated, the "MidCap Subordination Agreement") by and between MidCap Financial Trust ("MidCap") and Lender remains in effect, Pledgor and Company shall be deemed to have complied fully with any and all obligations imposed under this Agreement for the delivery of physical possession of, or the making of payments or remittance of funds to, Lender with respect to any Collateral, any proceeds thereof or payments thereunder, any certificates, stock powers, instruments or other documents evidencing the Collateral or necessary for the perfection of a security interest therein, or any other tangible or intangible personal property (any of the foregoing deliveries, payments or remittances referred to as a "Delivery," and collectively as "Deliveries"), to the extent that any such Delivery shall have been made to MidCap in its capacity as "Senior Lender" (as defined in the MidCap Subordination Agreement); and (ii) if at any time the MidCap Subordination Agreement has been terminated or is no longer in effect, but the Subordination Agreement dated January 22, 2015 (as hereafter amended, modified or restated, the "Penta Subordination Agreement") by and between Penta Mezzanine SBIC Fund I, L.P. ("Penta") and Lender remains in effect, Pledgor and Company shall be deemed to have complied fully with any and all obligations imposed under this Agreement for a Delivery to the extent that any such Delivery shall have been made to Penta in its capacity as "Senior Lender" (as defined in the Penta Subordination Agreement). The Deliveries subject to the provisions of this Section include (without limitation) the deliveries and remittances required pursuant to Section 2, Section 3, Section 5(d) and Section 5(e) of this Agreement; provided, however that the term "Deliveries" shall not be deemed to include the delivery of Pledge Amendments as described in Section 5(j). View More