Common use of General Release Clause in Contracts

General Release. TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this Agreement.

Appears in 12 contracts

Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement

General Release. TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY MATTER RELATED TO THE TENANTS OF THE PROPERTY, (6) ANY MATTER RELATED TO THE DUE DILIGENCE MATERIALS, OR (7) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY OR THE OPERATION OF THE PROPERTY ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this Agreement.

Appears in 6 contracts

Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement

General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, THE AMENDMENT SET FORTH HEREIN, ATLAS, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES AND ITS AND THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, "RELEASORS"), HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES TO THE FULLEST EXTENT PERMITTED BY LAWLAW ANY AND ALL DEFENSES AND CLAIMS (INCLUDING, PURCHASER HEREBY UNCONDITIONALLY WITHOUT LIMITATION, CROSSCLAIMS, COUNTERCLAIMS, RIGHTS OF SET-OFF AND IRREVOCABLY RELEASES RECOUPMENT), CAUSES OF ACTION, DEMANDS, SUITS, COSTS, EXPENSES AND FOREVER DISCHARGES SELLERDAMAGES (COLLECTIVELY, SELLER’S OFFICERSTHE "CLAIMS"), MEMBERSTHAT ANY RELEASOR NOW HAS OR HEREAFTER MAY HAVE, MANAGERSOF WHATSOEVER NATURE AND KIND, TRUSTEESWHETHER KNOWN OR UNKNOWN, DIRECTORSWHETHER NOW EXISTING OR HEREAFTER ARISING, PARTNERSWHETHER ARISING AT LAW OR IN EQUITY, SHAREHOLDERSAGAINST ANY OR ALL OF THE CLASS A CERTIFICATEHOLDERS, EMPLOYEESTHE SUBORDINATION AGENT, REPRESENTATIVES THE MORTGAGEES AND AGENTS, THE PASS THROUGH TRUSTEES AND EACH OF THEIR RESPECTIVE AFFILIATES, SHAREHOLDERS, AND "CONTROLLING PERSONS" (WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND EACH AND ALL OF THE OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS AND OTHER REPRESENTATIVES OF EACH OF THE FOREGOING (COLLECTIVELY, THE "RELEASEES"), BASED IN WHOLE OR IN PART ON FACTS OR CIRCUMSTANCES, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE EXECUTION OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THE FOREGOING RELEASE IS NOT INTENDED TO, AND AGENTS (EACH DOES NOT, RELEASE THE CLASS A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) CERTIFICATEHOLDERS FROM ANY OF THEIR OBLIGATIONS OR AGREEMENTS SET FORTH IN OR ARISING UNDER THE FORBEARANCE AGREEMENT, AS AMENDED HEREBY. ACCEPTANCE BY ATLAS OF ANY FINANCIAL ACCOMMODATION MADE BY CLASS A CERTIFICATEHOLDERS AFTER THE DATE HEREOF (INCLUDING, WITHOUT LIMITATION, THE ACCOMMODATION CONTAINED IN THE FORBEARANCE AGREEMENT) SHALL CONSTITUTE A RATIFICATION, ADOPTION AND CONFIRMATION BY RELEASORS OF THE FOREGOING GENERAL RELEASE OF ALL LIABILITY CLAIMS AGAINST ANY RELEASEE WHICH ARE BASED IN WHOLE OR RESPONSIBILITY FOR CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY IN PART ON FACTS OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)CIRCUMSTANCES, WHETHER OR NOT NOW KNOWN KNOWN, EXISTING ON OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) PRIOR TO THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR DATE OF RECEIPT OF ANY BUILDINGSSUCH FINANCIAL ACCOMMODATION. IN ENTERING INTO THIS AGREEMENT, EQUIPMENTATLAS HAS CONSULTED WITH AND BEEN REPRESENTED BY COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, FURNITURE, FURNISHINGS ACTS OR IMPROVEMENTS, (3) THE PRESENCE OF OMISSIONS BY ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITHRELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASE SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR VIOLATION OFOMISSIONS OR THE ACCURACY, ANY LAWCOMPLETENESS OR VALIDITY THEREOF. THE PROVISIONS OF THIS GENERAL RELEASE SHALL SURVIVE THE PAYMENT IN FULL OF ALL AMOUNTS OWING UNDER THE LEASES, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, THE SERIES A EQUIPMENT NOTES AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementCLASS A CERTIFICATES.

Appears in 4 contracts

Sources: Forbearance Agreement (Atlas Air Worldwide Holdings Inc), Forbearance Agreement (Atlas Air Worldwide Holdings Inc), Forbearance Agreement (Atlas Air Worldwide Holdings Inc)

General Release. EACH OF THE BORROWER AND THE OTHER LOAN PARTIES (ON BEHALF OF THEMSELVES AND THEIR RELATED PARTIES) HEREBY FOREVER WAIVES, RELEASES, ACQUITS AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY ANY AND IRREVOCABLY RELEASES ALL CLAIMS (INCLUDING, WITHOUT LIMITATION, CROSSCLAIMS, COUNTERCLAIMS, RIGHTS OF SET-OFF AND FOREVER DISCHARGES SELLERRECOUPMENT), SELLER’S OFFICERSSUITS, MEMBERSDEMANDS, MANAGERSDEBTS, TRUSTEESACCOUNTS, DIRECTORSCONTRACTS, PARTNERSLIABILITIES, SHAREHOLDERSOBLIGATIONS, EMPLOYEESJUDGMENTS, REPRESENTATIVES DAMAGES, ACTIONS AND AGENTSCAUSES OF ACTIONS, WHETHER IN LAW OR IN EQUITY, OF WHATSOEVER NATURE AND KIND, WHETHER KNOWN OR UNKNOWN, WHETHER NOW OR HEREAFTER EXISTING, THAT THE BORROWER OR ANY OTHER LOAN PARTY (AND EACH OF THEIR RESPECTIVE RELATED PARTIES) AT ANY TIME HAD OR HAS, OR THAT ITS SUCCESSORS, ASSIGNS, AFFILIATES, OFFICERSSHAREHOLDERS AND “CONTROLLING PERSONS” (WITHIN THE MEANING OF FEDERAL SECURITIES LAWS) HEREAFTER CAN OR MAY HAVE AGAINST THE ADMINISTRATIVE AGENT, MEMBERSTHE L/C ISSUER, MANAGERSANY ARRANGER, TRUSTEESANY LENDER OR ANY OF THEIR RELATED PARTIES THROUGH THE DATE HEREOF, DIRECTORSIN EACH CASE IN CONNECTION WITH THE CREDIT AGREEMENT, PARTNERSTHE OTHER LOAN DOCUMENTS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATHOTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementTRANSACTIONS CONTEMPLATED THEREBY.

Appears in 3 contracts

Sources: Credit Agreement (Parker Drilling Co /De/), Credit Agreement (Parker Drilling Co /De/), Credit Agreement

General Release. EACH OF THE PARENT BORROWER AND THE OTHER LOAN PARTIES (ON BEHALF OF THEMSELVES AND THEIR RELATED PARTIES) HEREBY FOREVER WAIVES, RELEASES, ACQUITS AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY ANY AND IRREVOCABLY RELEASES ALL CLAIMS (INCLUDING, WITHOUT LIMITATION, CROSSCLAIMS, COUNTERCLAIMS, RIGHTS OF SET-OFF AND FOREVER DISCHARGES SELLERRECOUPMENT), SELLER’S OFFICERSSUITS, MEMBERSDEMANDS, MANAGERSDEBTS, TRUSTEESACCOUNTS, DIRECTORSCONTRACTS, PARTNERSLIABILITIES, SHAREHOLDERSOBLIGATIONS, EMPLOYEESJUDGMENTS, REPRESENTATIVES DAMAGES, ACTIONS AND AGENTSCAUSES OF ACTIONS, WHETHER IN LAW OR IN EQUITY, OF WHATSOEVER NATURE AND KIND, WHETHER KNOWN OR UNKNOWN, WHETHER NOW OR HEREAFTER EXISTING, THAT THE PARENT BORROWER OR ANY OTHER LOAN PARTY (AND EACH OF THEIR RESPECTIVE RELATED PARTIES) AT ANY TIME HAD OR HAS, OR THAT ITS SUCCESSORS, ASSIGNS, AFFILIATES, OFFICERSSHAREHOLDERS AND “CONTROLLING PERSONS” (WITHIN THE MEANING OF FEDERAL SECURITIES LAWS) HEREAFTER CAN OR MAY HAVE AGAINST THE ADMINISTRATIVE AGENT, MEMBERSTHE L/C ISSUER, MANAGERSANY ARRANGER, TRUSTEESANY LENDER OR ANY OF THEIR RELATED PARTIES THROUGH THE DATE HEREOF AND THROUGH THE EFFECTIVE DATE, DIRECTORSIN EACH CASE IN CONNECTION WITH THE CREDIT AGREEMENT, PARTNERSTHE OTHER LOAN DOCUMENTS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATHOTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementTRANSACTIONS CONTEMPLATED THEREBY.

Appears in 2 contracts

Sources: Credit Agreement (Parker Drilling Co /De/), Credit Agreement (Parker Drilling Co /De/)

General Release. TO EFFECTIVE UPON THE FULLEST EXTENT PERMITTED BY LAWBORROWER, PURCHASER HEREBY UNCONDITIONALLY THE GUARANTORS, AND IRREVOCABLY RELEASES THE EUROPEAN SUBSIDIARIES, FOR AND FOREVER DISCHARGES SELLERON BEHALF OF THEMSELVES AND ALL PERSONS AND/OR ENTITIES CLAIMING BY, SELLER’S OFFICERSTHROUGH AND/OR UNDER ANY OF THEM, MEMBERSINCLUDING, MANAGERSBUT NOT LIMITED TO, TRUSTEESALL OF THEIR RESPECTIVE PAST AND PRESENT PARTNERS, DIRECTORS, PARTNERSSHAREHOLDERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, ADMINISTRATORS, AGENTS, PARENT CORPORATIONS, SUBSIDIARIES, AFFILIATES, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS AND WHERE APPLICABLE THEIR RESPECTIVE HEIRS, EXECUTORS AND TRUSTEES (COLLECTIVELY REFERRED TO HEREIN, JOINTLY AND SEVERALLY, AS THE RELEASORS) HEREBY JOINTLY AND SEVERALLY UNCONDITIONALLY REMISE, RELEASE, ACQUIT AND FOREVER DISCHARGE THE BANK AND ALL OF ITS PAST AND PRESENT DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES ATTORNEYS, ACCOUNTANTS, ADMINISTRATORS, AGENTS, PARENT CORPORATIONS, SUBSIDIARIES, AFFILIATES, REPRESENTATIVES, PREDECESSORS, SUCCESSORS, ASSIGNS AND AGENTS WHERE APPLICABLE THEIR RESPECTIVE HEIRS, EXECUTORS AND TRUSTEES (EACH A “SELLER PARTY” COLLECTIVELY REFERRED TO HEREIN AS THE RELEASEES), OF, FROM AND COLLECTIVELY THE “SELLER PARTIES”) FROM WITH RESPECT TO ANY AND ALL LIABILITY OR RESPONSIBILITY FOR GRIEVANCES, DISPUTES, MANNER OF ACTIONS, CAUSES OF ACTION, SUITS, OBLIGATIONS, LIABILITIES, LOSSES, DEBTS, DAMAGES, DUES, SUMS OF MONEY, ACCOUNTS, RECKONINGS, CONTROVERSIES, AGREEMENTS, CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE COUNTERCLAIMS AND CROSSCLAIMS, INCLUDING, BUT NOT LIMITED TO ALL CLAIMS AND CAUSES OF ACTION ARISING FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OUT OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementLOAN DOCUMENTS AND/OR ALL TRANSACTIONS RELATED THERETO, WHETHER KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, DIRECT, INDIRECT OR CONTINGENT, ARISING IN LAW OR EQUITY, WHICH THE RELEASORS (OR ANY OF THEM) EVER HAD, NOW HAS, OR MAY EVER HAVE AGAINST ANY ONE OR MORE OF THE RELEASEES, FROM THE BEGINNING OF TIME TO THE DATE OF THIS WAIVER AGREEMENT.

Appears in 2 contracts

Sources: Waiver and Amendment Agreement (Selas Corp of America), Waiver and Amendment Agreement (Selas Corp of America)

General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, THE AMENDMENT SET FORTH HEREIN, ATLAS, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES AND ITS AND THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, "RELEASORS"), HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES TO THE FULLEST EXTENT PERMITTED BY LAWLAW ANY AND ALL DEFENSES AND CLAIMS (INCLUDING, PURCHASER HEREBY UNCONDITIONALLY WITHOUT LIMITATION, CROSSCLAIMS, COUNTERCLAIMS, RIGHTS OF SET-OFF AND IRREVOCABLY RELEASES RECOUPMENT), CAUSES OF ACTION, DEMANDS, SUITS, COSTS, EXPENSES AND FOREVER DISCHARGES SELLERDAMAGES (COLLECTIVELY, SELLER’S OFFICERSTHE "CLAIMS"), MEMBERSTHAT ANY RELEASOR NOW HAS OR HEREAFTER MAY HAVE, MANAGERSOF WHATSOEVER NATURE AND KIND, TRUSTEESWHETHER KNOWN OR UNKNOWN, DIRECTORSWHETHER NOW EXISTING OR HEREAFTER ARISING, PARTNERSWHETHER ARISING AT LAW OR IN EQUITY, SHAREHOLDERSAGAINST ANY OR ALL OF THE CLASS A-1 CERTIFICATEHOLDERS, EMPLOYEESTHE SUBORDINATION AGENT, REPRESENTATIVES THE MORTGAGEES AND AGENTS, THE PASS THROUGH TRUSTEES AND EACH OF THEIR RESPECTIVE AFFILIATES, SHAREHOLDERS, AND "CONTROLLING PERSONS" (WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND EACH AND ALL OF THE OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS AND OTHER REPRESENTATIVES OF EACH OF THE FOREGOING (COLLECTIVELY, THE "RELEASEES"), BASED IN WHOLE OR IN PART ON FACTS OR CIRCUMSTANCES, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE EXECUTION OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THE FOREGOING RELEASE IS NOT INTENDED TO, AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY DOES NOT, RELEASE THE “SELLER PARTIES”) CLASS A-1 CERTIFICATEHOLDERS FROM ANY OF THEIR OBLIGATIONS OR AGREEMENTS SET FORTH IN OR ARISING UNDER THE FORBEARANCE AGREEMENT, AS AMENDED HEREBY. ACCEPTANCE BY ATLAS OF ANY FINANCIAL ACCOMMODATION MADE BY CLASS A-1 CERTIFICATEHOLDERS AFTER THE DATE HEREOF (INCLUDING, WITHOUT LIMITATION, THE ACCOMMODATION CONTAINED IN THE FORBEARANCE AGREEMENT) SHALL CONSTITUTE A RATIFICATION, ADOPTION AND CONFIRMATION BY RELEASORS OF THE FOREGOING GENERAL RELEASE OF ALL LIABILITY CLAIMS AGAINST ANY RELEASEE WHICH ARE BASED IN WHOLE OR RESPONSIBILITY FOR CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY IN PART ON FACTS OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)CIRCUMSTANCES, WHETHER OR NOT NOW KNOWN KNOWN, EXISTING ON OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) PRIOR TO THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR DATE OF RECEIPT OF ANY BUILDINGSSUCH FINANCIAL ACCOMMODATION. IN ENTERING INTO THIS AGREEMENT, EQUIPMENTATLAS HAS CONSULTED WITH AND BEEN REPRESENTED BY COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, FURNITURE, FURNISHINGS ACTS OR IMPROVEMENTS, (3) THE PRESENCE OF OMISSIONS BY ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITHRELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASE SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR VIOLATION OFOMISSIONS OR THE ACCURACY, ANY LAWCOMPLETENESS OR VALIDITY THEREOF. THE PROVISIONS OF THIS GENERAL RELEASE SHALL SURVIVE THE PAYMENT IN FULL OF ALL AMOUNTS OWING UNDER THE LEASES, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, THE SERIES A EQUIPMENT NOTES AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementCLASS A-1 CERTIFICATES.

Appears in 2 contracts

Sources: Forbearance Agreement (Atlas Air Inc), Forbearance Agreement (Atlas Air Inc)

General Release. TO (a) AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ AND THE ADMINISTRATIVE AGENT’S EXECUTION OF THIS AGREEMENT, PURCHASER EACH LOAN PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLERTHE LENDERS, SELLER’S OFFICERSTHE ADMINISTRATIVE AGENT, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, THE ISSUING BANKS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OTHER CLAIMS OF EVERY KIND OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)NATURE WHATSOEVER, WHETHER NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) ANY LATENT WHETHER LIQUIDATED OR PATENT DEFECTSUNLIQUIDATED, ANY HIDDEN MATURED OR CONCEALED CONDITIONSUNMATURED, FIXED OR ANY SUBSOILCONTINGENT, GROUNDWATER DIRECTLY OR GEOLOGICAL CONDITIONSINDIRECTLY ARISING OUT OF, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY CONNECTED WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY LENDER OR THE PROPERTYADMINISTRATIVE AGENT OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (COLLECTIVELY, THE “CLAIMS”); PROVIDED THAT THE FOREGOING SHALL NOT RELEASE CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26EACH LOAN PARTY FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM EXCEPT THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION HEREUNDER WITH RESPECT TO ANY CLAIM RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. The provisions of this Section 26 shall survive Closing or any termination of this AgreementFURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 5.11. IN ENTERING INTO THIS AGREEMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. (b) THE PROVISIONS OF THIS SECTION 5.11 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OR PREPAYMENT OF ANY OF THE LOANS, OR THE TERMINATION OF THE CREDIT AGREEMENT, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. (c) EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASE.

Appears in 2 contracts

Sources: Credit Agreement (Lilis Energy, Inc.), Fourth Amendment and Waiver to Second Amended and Restated Credit Agreement (Lilis Energy, Inc.)

General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, THE FORBEARANCE PROVIDED FOR HEREIN, ATLAS, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES AND ITS AND THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, "RELEASORS"), HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES TO THE FULLEST EXTENT PERMITTED BY LAWLAW ANY AND ALL DEFENSES AND CLAIMS (INCLUDING, PURCHASER HEREBY UNCONDITIONALLY WITHOUT LIMITATION, CROSSCLAIMS, COUNTERCLAIMS, RIGHTS OF SET-OFF AND IRREVOCABLY RELEASES RECOUPMENT), CAUSES OF ACTION, DEMANDS, SUITS, COSTS, EXPENSES AND FOREVER DISCHARGES SELLERDAMAGES (COLLECTIVELY, SELLER’S OFFICERSTHE "CLAIMS"), MEMBERSTHAT ANY RELEASOR NOW HAS OR HEREAFTER MAY HAVE, MANAGERSOF WHATSOEVER NATURE AND KIND, TRUSTEESWHETHER KNOWN OR UNKNOWN, DIRECTORSWHETHER NOW EXISTING OR HEREAFTER ARISING, PARTNERSWHETHER ARISING AT LAW OR IN EQUITY, SHAREHOLDERSAGAINST ANY OR ALL OF THE CLASS A CERTIFICATEHOLDERS, EMPLOYEESTHE SUBORDINATION AGENT, REPRESENTATIVES THE MORTGAGEES AND AGENTS, THE PASS THROUGH TRUSTEES AND EACH OF THEIR RESPECTIVE AFFILIATES, SHAREHOLDERS, AND "CONTROLLING PERSONS" (WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND EACH AND ALL OF THE OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS AND OTHER REPRESENTATIVES OF EACH OF THE FOREGOING (COLLECTIVELY, THE "RELEASEES"), BASED IN WHOLE OR IN PART ON FACTS OR CIRCUMSTANCES, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE EXECUTION OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THE FOREGOING RELEASE IS NOT INTENDED TO, AND AGENTS (EACH DOES NOT, RELEASE THE CLASS A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) CERTIFICATEHOLDERS FROM ANY OF THEIR OBLIGATIONS OR AGREEMENTS SET FORTH IN OR ARISING UNDER THIS AGREEMENT. ACCEPTANCE BY ATLAS OF ANY FINANCIAL ACCOMMODATION MADE BY CLASS A CERTIFICATEHOLDERS AFTER THE DATE HEREOF (INCLUDING, WITHOUT LIMITATION, THE ACCOMMODATION CONTAINED IN THIS AGREEMENT) SHALL CONSTITUTE A RATIFICATION, ADOPTION AND CONFIRMATION BY RELEASORS OF THE FOREGOING GENERAL RELEASE OF ALL LIABILITY CLAIMS AGAINST ANY RELEASEE WHICH ARE BASED IN WHOLE OR RESPONSIBILITY FOR CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY IN PART ON FACTS OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)CIRCUMSTANCES, WHETHER OR NOT NOW KNOWN KNOWN, EXISTING ON OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) PRIOR TO THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR DATE OF RECEIPT OF ANY BUILDINGSSUCH FINANCIAL ACCOMMODATION. IN ENTERING INTO THIS AGREEMENT, EQUIPMENTATLAS HAS CONSULTED WITH AND BEEN REPRESENTED BY COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, FURNITURE, FURNISHINGS ACTS OR IMPROVEMENTS, (3) THE PRESENCE OF OMISSIONS BY ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITHRELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASE SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR VIOLATION OFOMISSIONS OR THE ACCURACY, ANY LAWCOMPLETENESS OR VALIDITY THEREOF. THE PROVISIONS OF THIS GENERAL RELEASE SHALL SURVIVE THE PAYMENT IN FULL OF ALL AMOUNTS OWING UNDER THE LEASES, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, THE SERIES A EQUIPMENT NOTES AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementCLASS A CERTIFICATES.

Appears in 2 contracts

Sources: Forbearance Agreement (Atlas Air Worldwide Holdings Inc), Forbearance Agreement (Atlas Air Inc)

General Release. TO (a) AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ AND THE ADMINISTRATIVE AGENT’S EXECUTION OF THIS AGREEMENT, PURCHASER EACH LOAN PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLERTHE LENDERS, SELLER’S OFFICERSTHE ADMINISTRATIVE AGENT, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, THE ISSUING BANKS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OTHER CLAIMS OF EVERY KIND OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)NATURE WHATSOEVER, WHETHER NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) ANY LATENT WHETHER LIQUIDATED OR PATENT DEFECTSUNLIQUIDATED, ANY HIDDEN MATURED OR CONCEALED CONDITIONSUNMATURED, FIXED OR ANY SUBSOILCONTINGENT, GROUNDWATER DIRECTLY OR GEOLOGICAL CONDITIONSINDIRECTLY ARISING OUT OF, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY CONNECTED WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY LENDER OR THE PROPERTYADMINISTRATIVE AGENT OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (COLLECTIVELY, THE “CLAIMS”); PROVIDED THAT THE FOREGOING SHALL NOT RELEASE CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26EACH LOAN PARTY FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM EXCEPT THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION HEREUNDER WITH RESPECT TO ANY CLAIM RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. The provisions of this Section 26 shall survive Closing or any termination of this AgreementFURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 4.11. IN ENTERING INTO THIS AGREEMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. (b) THE PROVISIONS OF THIS SECTION 4.11 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OR PREPAYMENT OF ANY OF THE LOANS, OR THE TERMINATION OF THE CREDIT AGREEMENT, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. (c) EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASE.

Appears in 2 contracts

Sources: Credit Agreement (Lilis Energy, Inc.), Credit Agreement (Lilis Energy, Inc.)

General Release. IN CONSIDERATION OF THE BENEFITS PROVIDED TO BORROWER UNDER THE FULLEST EXTENT PERMITTED BY LAWTERMS AND PROVISIONS HEREOF, PURCHASER BORROWER AND GUARANTORS HEREBY UNCONDITIONALLY AGREE AS FOLLOWS (“GENERAL RELEASE”): (A) EACH BORROWER AND IRREVOCABLY RELEASES GUARANTOR, FOR ITSELF AND ON BEHALF OF ITS RESPECTIVE SUCCESSORS AND ASSIGNS, DOES HEREBY RELEASE, ACQUIT AND FOREVER DISCHARGES SELLERDISCHARGE EACH CONSENTING LENDER, SELLER’S ALL OF CONSENTING LENDERS’ PREDECESSORS IN INTEREST, AND ALL OF CONSENTING LENDERS’ PAST AND PRESENT OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERSATTORNEYS, SHAREHOLDERSAFFILIATES, EMPLOYEES, REPRESENTATIVES EMPLOYEES AND AGENTS, OF AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM ANY AND ALL LIABILITY CLAIMS, DEMANDS, OBLIGATIONS, LIABILITIES, INDEBTEDNESS, BREACHES OF CONTRACT, BREACHES OF DUTY OR RESPONSIBILITY FOR CLAIMSOF ANY RELATIONSHIP, ACTS, OMISSIONS, MISFEASANCE, MALFEASANCE, CAUSES OF ACTION, DEFENSES, OFFSETS, DEBTS, SUMS OF MONEY, ACCOUNTS, COMPENSATION, CONTRACTS, CONTROVERSIES, PROMISES, DAMAGES, COSTS, LOSSES AND DEMANDSEXPENSES, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OF EVERY TYPE, KIND, NATURE, DESCRIPTION OR DEATHCHARACTER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, LIQUIDATED OR UNLIQUIDATED, EACH AS THOUGH FULLY SET FORTH (B) EACH BORROWER AND GUARANTOR HEREBY ACKNOWLEDGES, REPRESENTS AND WARRANTS TO CONSENTING LENDERS THAT IT AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES AND RELEASED CLAIMS THAT ARE RELEASED BY THE PROVISIONS OF THIS GENERAL RELEASE IN FAVOR OF CONSENTING LENDERS, AND EACH BORROWER AND GUARANTOR HEREBY WAIVES AND RELEASES ALL RIGHTS AND BENEFITS THAT IT MIGHT OTHERWISE HAVE UNDER ANY LAW WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES AND RELEASED CLAIMS. (C) EACH PERSON SIGNING BELOW ON BEHALF OF BORROWER OR ANY GUARANTOR ACKNOWLEDGES THAT HE OR SHE HAS READ EACH OF THE PROVISIONS OF THIS GENERAL RELEASE. EACH SUCH PERSON FULLY UNDERSTANDS THAT THIS GENERAL RELEASE HAS IMPORTANT LEGAL CONSEQUENCES, AND EACH SUCH PERSON REALIZES THAT HE OR SHE IS CAUSING BORROWER AND/OR ONE OR MORE GUARANTORS TO RELEASE ANY AND ALL RELEASED CLAIMS THAT IT AND/OR THEY MAY HAVE AS OF THE RELEASE DATE. EACH BORROWER AND GUARANTOR HEREBY ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO OBTAIN A LAWYER’S ADVICE CONCERNING THE LEGAL CONSEQUENCES THEREOF OF EACH OF THE PROVISIONS OF THIS GENERAL RELEASE. (INCLUDING WITHOUT LIMITATION D) EACH BORROWER AND GUARANTOR HEREBY SPECIFICALLY ACKNOWLEDGES AND AGREES THAT: (I) NONE OF THE PROVISIONS OF THIS GENERAL RELEASE SHALL BE CONSTRUED AS OR CONSTITUTE AN ADMISSION OF ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED LIABILITY ON THE PROPERTY AND PART OF ANY LOSS CONSENTING LENDER OR OTHER PERSON RELEASED HEREBY; (II) THE PROVISIONS OF OPPORTUNITY)THIS GENERAL RELEASE SHALL CONSTITUTE AN ABSOLUTE BAR TO ANY RELEASED CLAIM OF ANY KIND, WHETHER NOW KNOWN ANY SUCH RELEASED CLAIM IS BASED ON CONTRACT, TORT, WARRANTY, MISTAKE OR NOTANY OTHER THEORY, WHICH MAY ARISE FROM WHETHER LEGAL, STATUTORY OR EQUITABLE; AND (1III) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) ATTEMPT TO ASSERT A RELEASED CLAIM BARRED BY THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR PROVISIONS OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, THIS GENERAL RELEASE SHALL SUBJECT BORROWER AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED GUARANTORS TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementPROVISIONS OF APPLICABLE LAW SETTING FORTH THE REMEDIES FOR THE BRINGING OF GROUNDLESS, FRIVOLOUS OR BASELESS CLAIMS OR CAUSES OF ACTION.

Appears in 1 contract

Sources: Credit Agreement (Erickson Air-Crane Inc)

General Release. IN CONSIDERATION OF THE BENEFITS PROVIDED TO EACH BORROWER UNDER THE FULLEST EXTENT PERMITTED BY LAWTERMS AND PROVISIONS HEREOF, PURCHASER EACH BORROWER HEREBY UNCONDITIONALLY AGREES AS FOLLOWS (“GENERAL RELEASE”): (A) EACH BORROWER, FOR ITSELF AND IRREVOCABLY RELEASES ON BEHALF OF ITS RESPECTIVE SUCCESSORS AND ASSIGNS, DOES HEREBY RELEASE, ACQUIT AND FOREVER DISCHARGES SELLERDISCHARGE LENDERS, SELLER’S ALL OF LENDERS’ PREDECESSORS IN INTEREST, AND ALL OF LENDERS’ PAST AND PRESENT OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERSATTORNEYS, SHAREHOLDERSAFFILIATES, EMPLOYEES, REPRESENTATIVES EMPLOYEES AND AGENTS, OF AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM ANY AND ALL LIABILITY CLAIMS, DEMANDS, OBLIGATIONS, LIABILITIES, INDEBTEDNESS, BREACHES OF CONTRACT, BREACHES OF DUTY OR RESPONSIBILITY FOR CLAIMSOF ANY RELATIONSHIP, ACTS, OMISSIONS, MISFEASANCE, MALFEASANCE, CAUSES OF ACTION, DEFENSES, OFFSETS, DEBTS, SUMS OF MONEY, ACCOUNTS, COMPENSATION, CONTRACTS, CONTROVERSIES, PROMISES, DAMAGES, COSTS, LOSSES AND DEMANDSEXPENSES, OF EVERY TYPE, KIND, NATURE, DESCRIPTION OR CHARACTER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, LIQUIDATED OR UNLIQUIDATED, EACH AS THOUGH FULLY SET FORTH HEREIN AT LENGTH (EACH, A “RELEASED CLAIM” AND COLLECTIVELY, THE “RELEASED CLAIMS”), THAT BORROWER NOW HAS OR MAY ACQUIRE AS OF THE DATE HEREOF (THE “RELEASE DATE”), INCLUDING WITHOUT LIMITATION LIMITATION, THOSE RELEASED CLAIMS IN ANY WAY ARISING FROM PERSONAL INJURY OUT OF, CONNECTED WITH OR DEATH, RELATED TO ANY AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION PRIOR CREDIT ACCOMMODATIONS, IF ANY, PROVIDED BY ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONSLENDER, OR ANY SUBSOILOF LENDERS’ PREDECESSORS IN INTEREST, GROUNDWATER TO BORROWER, AND ANY AGREEMENTS, NOTES OR GEOLOGICAL CONDITIONSDOCUMENTS OF ANY KIND RELATED THERETO OR THE TRANSACTIONS CONTEMPLATED THEREBY OR HEREBY, OR ANY OTHER AGREEMENT OR DOCUMENT REFERRED TO HEREIN OR THEREIN. (2B) EACH BORROWER HEREBY ACKNOWLEDGES, REPRESENTS AND WARRANTS TO LENDERS THAT: (i) IT AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES AND RELEASED CLAIMS WHICH ARE RELEASED BY THE PROVISIONS OF THIS GENERAL RELEASE IN FAVOR OF LENDERS, AND EACH BORROWER HEREBY WAIVES AND RELEASES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY LAW WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES AND RELEASED CLAIMS; (ii) IT HAS HAD AN OPPORTUNITY TO OBTAIN A LAWYER’S ADVICE CONCERNING THE LEGAL CONSEQUENCES OF EACH OF THE PROVISIONS OF THIS GENERAL RELEASE; (iii) NONE OF THE PROVISIONS OF THIS GENERAL RELEASE SHALL BE CONSTRUED AS OR CONSTITUTE AN ADMISSION OF ANY LIABILITY ON THE PART OF ANY LENDER OR OTHER PERSON RELEASED HEREBY; (iv) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR PROVISIONS OF THIS GENERAL RELEASE SHALL CONSTITUTE AN ABSOLUTE BAR TO ANY RELEASED CLAIM OF ANY BUILDINGSKIND, EQUIPMENTWHETHER ANY SUCH RELEASED CLAIM IS BASED ON CONTRACT, FURNITURETORT, FURNISHINGS WARRANTY, MISTAKE OR IMPROVEMENTSANY OTHER THEORY, WHETHER LEGAL, STATUTORY OR EQUITABLE; AND (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5v) ANY OTHER MATTER OR THING AFFECTING OR RELATED ATTEMPT TO ASSERT A RELEASED CLAIM BARRED BY THE PROVISIONS OF THIS GENERAL RELEASE SHALL SUBJECT BORROWER TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementPROVISIONS OF APPLICABLE LAW SETTING FORTH THE REMEDIES FOR THE BRINGING OF GROUNDLESS, FRIVOLOUS OR BASELESS CLAIMS OR CAUSES OF ACTION.

Appears in 1 contract

Sources: Waiver Agreement (Monaco Coach Corp /De/)

General Release. TO (a) AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ AND THE ADMINISTRATIVE AGENT’S EXECUTION OF THIS AGREEMENT, PURCHASER EACH LOAN PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLERTHE LENDERS, SELLER’S OFFICERSTHE ADMINISTRATIVE AGENT, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, THE ISSUING BANKS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OTHER CLAIMS OF EVERY KIND OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)NATURE WHATSOEVER, WHETHER NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) ANY LATENT WHETHER LIQUIDATED OR PATENT DEFECTSUNLIQUIDATED, ANY HIDDEN MATURED OR CONCEALED CONDITIONSUNMATURED, FIXED OR ANY SUBSOILCONTINGENT, GROUNDWATER DIRECTLY OR GEOLOGICAL CONDITIONSINDIRECTLY ARISING OUT OF, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY CONNECTED WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY LENDER OR THE PROPERTYADMINISTRATIVE AGENT OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (COLLECTIVELY, THE “CLAIMS”); PROVIDED THAT THE FOREGOING SHALL NOT RELEASE CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26EACH LOAN PARTY FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM EXCEPT THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION HEREUNDER WITH RESPECT TO ANY CLAIM RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. The provisions of this Section 26 shall survive Closing or any termination of this AgreementFURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 4.11. IN ENTERING INTO THIS AGREEMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. 007870-0083-32715760 (b) THE PROVISIONS OF THIS SECTION 4.11 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OR PREPAYMENT OF ANY OF THE LOANS, OR THE TERMINATION OF THE CREDIT AGREEMENT, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. (c) EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASE. 007870-0083-32715760

Appears in 1 contract

Sources: Credit Agreement (Lilis Energy, Inc.)

General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, THE COLLATERAL AGENT’S AND PURCHASERS’ EXECUTION AND DELIVERY OF (OR CONSENT TO DELIVERY AND EXECUTION OF) THIS AMENDMENT, EACH OF THE RELEASORS HEREBY FOREVER AGREES AND COVENANTS NOT TO SUE OR PROSECUTE AGAINST ANY RELEASEE AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) RELEASEE FROM ANY AND ALL LIABILITY CLAIMS THAT SUCH RELEASOR NOW HAS OR RESPONSIBILITY FOR CLAIMSHEREAFTER MAY HAVE, LOSSES OF WHATEVER NATURE AND DEMANDSKIND, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY WHETHER KNOWN OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)UNKNOWN, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING AT LAW OR IN EQUITY, AGAINST THE RELEASEES, BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE SECOND AMENDMENT EFFECTIVE DATE, THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) ANY OR ALL OF THE NOTE DOCUMENTS OR TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTIONS OR OMISSIONS IN CONNECTION THEREWITH OR (II) ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE NOTE PARTIES, ON THE ONE HAND, AND ANY OR ALL OF THE PURCHASERS AND THE COLLATERAL AGENT, ON THE OTHER HAND, RELATING TO ANY OR ALL OF THE DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS REFERENCED IN CLAUSE (I) ABOVE. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, THE RECEIPT BY ANY NOTE PARTY OF ANY PROCEEDS OR OTHER BENEFITS OF ANY NOTE OR OTHER FINANCIAL INSTRUMENT HELD BY ANY PURCHASER AFTER THE SECOND AMENDMENT EFFECTIVE DATE SHALL CONSTITUTE A RATIFICATION, ADOPTION, AND CONFIRMATION BY SUCH PARTY OF THE FOREGOING GENERAL RELEASE OF ALL CLAIMS AGAINST THE RELEASEES WHICH ARE BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) EXISTING ON OR PRIOR TO THE DATE OF ISSUANCE OF ANY LATENT SUCH NOTES OR PATENT DEFECTSOTHER FINANCIAL INSTRUMENT. IN ENTERING INTO THIS AMENDMENT, EACH NOTE PARTY CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY HEREOF. THE PROVISIONS OF THIS SECTION 10 SHALL SURVIVE THE TERMINATION OF THIS AMENDMENT, ANY HIDDEN OR CONCEALED CONDITIONSOTHER NOTE DOCUMENT, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE AND PAYMENT IN FULL OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO OBLIGATIONS UNDER THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementNOTE DOCUMENTS.

Appears in 1 contract

Sources: Note Purchase Agreement (OptiNose, Inc.)

General Release. IN CONSIDERATION OF, INTER ALIA, THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ AGREEMENTS AND CONSIDERATION AS SET FORTH IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ADMINISTRATIVE AGENT’S AND THE LENDERS’ AGREEMENTS TO MODIFY THE FULLEST EXTENT PERMITTED BY LAWCREDIT AGREEMENT AS DESCRIBED HEREIN, PURCHASER HEREBY UNCONDITIONALLY EACH CREDIT PARTY HEREBY, FOR ITSELF AND IRREVOCABLY ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES SELLEREACH OF THE ADMINISTRATIVE AGENT, SELLER’S OFFICERSTHE LENDERS, MEMBERSCO-SYNDICATION AGENTS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTSLC ISSUER, AND EACH OF THEIR RESPECTIVE AFFILIATESSUCCESSORS AND ASSIGNS, OFFICERS, MEMBERSDIRECTORS, MANAGERSEMPLOYEES, REPRESENTATIVES, TRUSTEES, DIRECTORSATTORNEYS, PARTNERSAGENTS, SHAREHOLDERSADVISORS (INCLUDING ATTORNEYS, EMPLOYEES, REPRESENTATIVES ACCOUNTANTS AND AGENTS EXPERTS) AND AFFILIATES (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ACTIONS, CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, COSTS, DAMAGES, EXPENSES OR DEATHOTHER OBLIGATIONS OF ANY KIND AND NATURE WHATSOEVER, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION KNOWN OR INTERFERENCE WITH ANY BUSINESS UNKNOWN, DIRECT AND/OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW KNOWN EXISTING OR NOTHEREAFTER ASSERTED (INCLUDING, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTSWITHOUT LIMITATION, ANY HIDDEN OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CONCEALED CONDITIONSCLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITHRELEASED PARTIES, IN EACH CASE, ON OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED PRIOR TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this Agreement.STANDSTILL EFFECTIVE DATE, AND

Appears in 1 contract

Sources: Standstill and Amendment Agreement (Unit Corp)

General Release. TO (a) AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ AND THE ADMINISTRATIVE AGENT’S EXECUTION OF THIS AGREEMENT, PURCHASER EACH LOAN PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLERTHE LENDERS, SELLER’S OFFICERSTHE ADMINISTRATIVE AGENT, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, THE ISSUING BANKS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND 007870-0083-33557934 OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OTHER CLAIMS OF EVERY KIND OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)NATURE WHATSOEVER, WHETHER NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) ANY LATENT WHETHER LIQUIDATED OR PATENT DEFECTSUNLIQUIDATED, ANY HIDDEN MATURED OR CONCEALED CONDITIONSUNMATURED, FIXED OR ANY SUBSOILCONTINGENT, GROUNDWATER DIRECTLY OR GEOLOGICAL CONDITIONSINDIRECTLY ARISING OUT OF, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY CONNECTED WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY LENDER OR THE PROPERTYADMINISTRATIVE AGENT OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (COLLECTIVELY, THE “CLAIMS”); PROVIDED THAT THE FOREGOING SHALL NOT RELEASE CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26EACH LOAN PARTY FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM EXCEPT THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION HEREUNDER WITH RESPECT TO ANY CLAIM RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. The provisions of this Section 26 shall survive Closing or any termination of this AgreementFURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 5.11. IN ENTERING INTO THIS AGREEMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. (b) THE PROVISIONS OF THIS SECTION 5.11 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OR PREPAYMENT OF ANY OF THE LOANS, OR THE TERMINATION OF THE CREDIT AGREEMENT, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. (c) EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASE. 007870-0083-33557934

Appears in 1 contract

Sources: Credit Agreement (Lilis Energy, Inc.)

General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, THE COLLATERAL AGENT’S AND ▇▇▇▇▇▇▇’ EXECUTION AND DELIVERY OF (OR CONSENT TO DELIVERY AND EXECUTION OF) THIS NINTH AMENDMENT, EACH OF THE RELEASORS HEREBY FOREVER AGREES AND COVENANTS NOT TO SUE OR PROSECUTE AGAINST ANY RELEASEE AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) RELEASEE FROM ANY AND ALL LIABILITY CLAIMS THAT SUCH RELEASOR NOW HAS OR RESPONSIBILITY FOR CLAIMSHEREAFTER MAY HAVE, LOSSES OF WHATEVER NATURE AND DEMANDSKIND, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY WHETHER KNOWN OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)UNKNOWN, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING AT LAW OR IN EQUITY, AGAINST THE RELEASEES, BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE NINTH AMENDMENT EFFECTIVE DATE, THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) ANY OR ALL OF THE LOAN DOCUMENTS OR TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTIONS OR OMISSIONS IN CONNECTION THEREWITH OR (II) ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE CREDIT PARTIES, ON THE ONE HAND, AND ANY OR ALL OF THE LENDER PARTIES, ON THE OTHER HAND, RELATING TO ANY OR ALL OF THE DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS REFERENCED IN CLAUSE (I) ABOVE. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, THE RECEIPT BY ANY CREDIT PARTY OF ANY TERM LOANS OR OTHER FINANCIAL ACCOMMODATIONS MADE BY ANY LENDER PARTY AFTER THE NINTH AMENDMENT EFFECTIVE DATE SHALL CONSTITUTE A RATIFICATION, ADOPTION, AND CONFIRMATION BY SUCH PARTY OF THE FOREGOING GENERAL RELEASE OF ALL CLAIMS AGAINST THE RELEASEES WHICH ARE BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) EXISTING ON OR PRIOR TO THE DATE OF RECEIPT OF ANY LATENT SUCH TERM LOANS OR PATENT DEFECTSOTHER FINANCIAL ACCOMMODATIONS. IN ENTERING INTO THIS NINTH AMENDMENT, EACH CREDIT PARTY CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY HEREOF. THE PROVISIONS OF THIS SECTION 12 SHALL SURVIVE THE TERMINATION OF THIS NINTH AMENDMENT, ANY HIDDEN OR CONCEALED CONDITIONSOTHER LOAN DOCUMENT, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE AND PAYMENT IN FULL OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO OBLIGATIONS UNDER THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementLOAN DOCUMENTS.

Appears in 1 contract

Sources: Ninth Amendment and Waiver (LumiraDx LTD)

General Release. TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER EACH BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTSTHE LENDER, AND EACH OF THEIR RESPECTIVE AFFILIATES, ITS OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) ATTORNEYS, FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES ACTIONS AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY LIABILITIES OF ANY KIND OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION NATURE THAT IT OR ANY INTERRUPTION ONE CLAIMING THROUGH OR INTERFERENCE WITH ANY BUSINESS UNDER THE BORROWER EVER HAD OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)MAY NOW HAVE, WHETHER NOW KNOWN OR NOTHEREAFTER DISCOVERED, WHICH MAY ARISE FROM ARISING OUT OF OR IN ANY WAY RELATING TO: (1A) ANY LATENT LENDING RELATIONSHIP OR PATENT DEFECTS, LOAN COMMITMENT BETWEEN THE LENDER AND THE BORROWER PRIOR TO THE DATE OF THIS AMENDMENT (EXCEPT THAT THIS PROVISION SHALL NOT RELEASE THE LENDER FROM ANY HIDDEN OBLIGATION THAT ARISES UNDER THE LOAN DOCUMENTS OTHER THAN ANY SUCH OBLIGATION THAT WAS REQUIRED TO BE PERFORMED PRIOR TO THE DATE HEREOF); (B) THE DOCUMENTS AND TRANSACTIONS DESCRIBED IN THE RECITALS HEREOF (EXCEPT THAT THIS PROVISION SHALL NOT RELEASE THE LENDER FROM ANY OBLIGATION THAT ARISES UNDER THE LOAN DOCUMENTS OTHER THAN ANY SUCH OBLIGATION THAT WAS REQUIRED TO BE PERFORMED PRIOR TO THE DATE HEREOF); OR CONCEALED CONDITIONS(C) THE NEGOTIATIONS PRECEDING THE EXECUTION AND DELIVERY OF THIS AMENDMENT. EACH BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED THE ADVICE OF INDEPENDENT COUNSEL SELECTED BY IT, OR THE OPPORTUNITY TO OBTAIN SUCH ADVICE, BEFORE ENTERING INTO THIS AMENDMENT, AND HAS NOT RELIED UPON THE LENDER OR ANY SUBSOILOF ITS OFFICERS, GROUNDWATER DIRECTORS, EMPLOYEES, AGENTS OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ATTORNEYS CONCERNING ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE ASPECT OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementTRANSACTIONS CONTEMPLATED BY THIS AMENDMENT.

Appears in 1 contract

Sources: Credit and Security Agreement (Simon Transportation Services Inc)

General Release. TO IN FURTHER CONSIDERATION OF PLKI'S EXECUTION OF THIS AGREEMENT, DEVELOPER, JOINTLY AND FOR ITSELF, ITS SUCCESSORS, ASSIGNS, HEIRS, PERSONAL REPRESENTATIVES AND AFFILIATES (INDIVIDUALLY AND COLLECTIVELY, THE FULLEST EXTENT PERMITTED BY LAW"RELEASING PARTIES"), PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES REMISE, RELEASE, ACQUIT, SATISFY AND FOREVER DISCHARGES SELLERDISCHARGE PLKI, SELLER’S ITS SUCCESSORS, PREDECESSORS, COUNSEL, INSURERS, ASSIGNS, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES PARENT COMPANY, AFFILIATES, SUBSIDIARIES AND AGENTS, PAST AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS PRESENT (EACH A “SELLER PARTY” INDIVIDUALLY AND COLLECTIVELY THE “SELLER RELEASED PARTIES”) FROM ANY AND AGAINST ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND ACTIONS, CAUSES OF ACTION, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATHDAMAGES, COSTS, SUITS, DEBTS, COVENANTS, CONTROVERSIES, AND ALL CONSEQUENCES THEREOF ANY OTHER LIABILITIES WHATSOEVER, WHETHER KNOWN OR UNKNOWN, LIQUIDATED, FIXED, CONTINGENT, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL OR EQUITABLE (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITYHEREINAFTER, “CLAIMS”), WHETHER WHICH THE RELEASING PARTIES EVER HAD, NOW KNOWN HAVE, CAN, SHALL OR NOTMAY HAVE, WHICH MAY ARISE FROM (1) AGAINST ANY LATENT OR PATENT DEFECTSALL OF THE RELEASED PARTIES FOR, ANY HIDDEN UPON OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR BY REASON OF ANY BUILDINGSMATTER, EQUIPMENTCAUSE OR THING WHATSOEVER, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) FROM THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE BEGINNING OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED WORLD TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementDATE OF THIS AGREEMENT.

Appears in 1 contract

Sources: Cancellation and Termination Agreement (Carrols Restaurant Group, Inc.)

General Release. TO a. AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ AND THE ADMINISTRATIVE AGENT’S EXECUTION OF THIS AGREEMENT, PURCHASER EACH LOAN PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLERTHE LENDERS, SELLER’S OFFICERSTHE ADMINISTRATIVE AGENT, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, THE ISSUING BANKS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OTHER CLAIMS OF EVERY KIND OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)NATURE WHATSOEVER, WHETHER NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) ANY LATENT WHETHER LIQUIDATED OR PATENT DEFECTSUNLIQUIDATED, ANY HIDDEN MATURED OR CONCEALED CONDITIONSUNMATURED, FIXED OR ANY SUBSOILCONTINGENT, GROUNDWATER DIRECTLY OR GEOLOGICAL CONDITIONSINDIRECTLY ARISING OUT OF, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY CONNECTED WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY LENDER OR THE PROPERTYADMINISTRATIVE AGENT OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (COLLECTIVELY, THE “CLAIMS”); PROVIDED THAT THE FOREGOING SHALL NOT RELEASE CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26EACH LOAN PARTY FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM EXCEPT THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION HEREUNDER WITH RESPECT TO ANY CLAIM RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. The provisions of this Section 26 shall survive Closing or any termination of this AgreementFURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 5.11. IN ENTERING INTO THIS AGREEMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. b. THE PROVISIONS OF THIS SECTION 5.11 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OR PREPAYMENT OF ANY OF THE LOANS, OR THE TERMINATION OF THE CREDIT AGREEMENT, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. c. EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASE. [Signature Pages Follow]

Appears in 1 contract

Sources: Credit Agreement (Lilis Energy, Inc.)

General Release. IN CONSIDERATION OF, INTER ALIA, THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ AGREEMENTS AND CONSIDERATION AS SET FORTH IN THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), INCLUDING, WITHOUT LIMITATION, ADMINISTRATIVE AGENT’S AND THE LENDERS’ AGREEMENTS TO MODIFY THE FULLEST EXTENT PERMITTED BY LAWCREDIT AGREEMENT (AS AMENDED HEREBY) AS DESCRIBED IN THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), PURCHASER HEREBY UNCONDITIONALLY EACH CREDIT PARTY HEREBY, FOR ITSELF AND IRREVOCABLY ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES SELLEREACH OF THE ADMINISTRATIVE AGENT, SELLER’S OFFICERSTHE LENDERS, MEMBERSCO-SYNDICATION AGENTS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTSLC ISSUER, AND EACH OF THEIR RESPECTIVE AFFILIATESSUCCESSORS AND ASSIGNS, OFFICERS, MEMBERSDIRECTORS, MANAGERSEMPLOYEES, REPRESENTATIVES, TRUSTEES, DIRECTORSATTORNEYS, PARTNERSAGENTS, SHAREHOLDERSADVISORS (INCLUDING ATTORNEYS, EMPLOYEES, REPRESENTATIVES ACCOUNTANTS AND AGENTS EXPERTS) AND AFFILIATES (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ACTIONS, CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, COSTS, DAMAGES, EXPENSES OR DEATHOTHER OBLIGATIONS OF ANY KIND AND NATURE WHATSOEVER, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION KNOWN OR INTERFERENCE WITH ANY BUSINESS UNKNOWN, DIRECT AND/OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW KNOWN EXISTING OR NOTHEREAFTER ASSERTED (INCLUDING, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTSWITHOUT LIMITATION, ANY HIDDEN OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CONCEALED CONDITIONSCLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITHRELEASED PARTIES, IN EACH CASE, ON OR VIOLATION OFPRIOR TO THE EFFECTIVE DATE OF THIS FIFTH AMENDMENT, AND ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), THE CREDIT AGREEMENT (AS AMENDED HEREBY), ANY LAWOTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, STATUTETHE “RELEASED MATTERS”). THE BORROWERS, ORDINANCEBY EXECUTION HEREOF, RULE ON BEHALF OF THEMSELVES AND ON BEHALF OF EACH OTHER CREDIT PARTY, EACH HEREBY ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS IN THIS SECTION 3 ARE INTENDED TO COVER AND BE IN FULL SATISFACTION FOR ALL OR REGULATION ANY ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE RELEASED MATTERS. THE PROVISIONS OF ANY GOVERNMENTAL ENTITYTHIS SECTION 3 SHALL SURVIVE THE TERMINATION OF THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCESTHE CREDIT AGREEMENT (AS AMENDED HEREBY), AND BUILDING AND HEALTH CODES, OR (5) ANY THE OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementLOAN DOCUMENTS.

Appears in 1 contract

Sources: Standstill and Amendment Agreement (Unit Corp)

General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, ADMINISTRATIVE AGENT’S, COLLATERAL AGENT’S AND REQUIRED LENDERS’ EXECUTION AND DELIVERY OF (OR CONSENT TO DELIVERY AND EXECUTION OF) THIS AGREEMENT, EACH OF THE RELEASORS HEREBY FOREVER AGREES AND COVENANTS NOT TO ▇▇▇ OR PROSECUTE AGAINST ANY RELEASEE AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) RELEASEE FROM ANY AND ALL LIABILITY CLAIMS (OTHER THAN ANY CLAIMS (IF ANY) THAT RELATE TO, ARISE OUT OF OR RESPONSIBILITY FOR CLAIMSOTHERWISE ARE IN CONNECTION WITH THE SPECIFIED POST-CLOSING DEFAULT, LOSSES SPECIFIED GIBRALTAR DEFAULT OR THE PREPAYMENT OF THE LOANS FROM THE FUNDS IN THE ESCROW ACCOUNT AS A PREFERENTIAL TRANSFER UNDER SECTION 547 OF THE BANKRUPTCY CODE) THAT SUCH RELEASOR NOW HAS OR HEREAFTER MAY HAVE, OF WHATEVER NATURE AND DEMANDSKIND, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY WHETHER KNOWN OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)UNKNOWN, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING AT LAW OR IN EQUITY, AGAINST THE RELEASEES, BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE FORBEARANCE EFFECTIVE DATE, THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) ANY OR ALL OF THE LOAN DOCUMENTS OR TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTIONS OR OMISSIONS IN CONNECTION THEREWITH OR (II) ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE LOAN PARTIES, ON THE ONE HAND, AND ANY OR ALL OF THE LENDER PARTIES, ON THE OTHER HAND, RELATING TO ANY OR ALL OF THE DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS REFERENCED IN CLAUSE (I) HEREOF. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, THE RECEIPT BY ANY LOAN PARTY OF ANY LOANS OR OTHER FINANCIAL ACCOMMODATIONS MADE BY ANY LENDER PARTY AFTER THE DATE HEREOF SHALL CONSTITUTE A RATIFICATION, ADOPTION, AND CONFIRMATION BY SUCH PARTY OF THE FOREGOING GENERAL RELEASE OF ALL CLAIMS AGAINST THE RELEASEES WHICH ARE BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) EXISTING ON OR PRIOR TO THE DATE OF RECEIPT OF ANY LATENT SUCH LOANS OR PATENT DEFECTSOTHER FINANCIAL ACCOMMODATIONS. IN ENTERING INTO THIS AGREEMENT, EACH LOAN PARTY CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY HEREOF. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, ANY HIDDEN OR CONCEALED CONDITIONSLOAN DOCUMENT, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE AND PAYMENT IN FULL OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO OBLIGATIONS UNDER THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementLOAN DOCUMENTS.

Appears in 1 contract

Sources: Forbearance Agreement (Hercules Offshore, Inc.)

General Release. AS AN INDUCEMENT FOR THE COMPANY TO THE FULLEST EXTENT PERMITTED BY LAWENTER INTO THIS WAIVER AND RELEASE AGREEMENT, PURCHASER ▇▇▇▇▇▇ HEREBY IRREVOCABLY AND UNCONDITIONALLY AND IRREVOCABLY RELEASES RELEASES, ACQUITS, AND FOREVER DISCHARGES SELLERTHE COMPANY, SELLER’S ITS OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERSAGENTS, COUNSEL, EMPLOYEES, SHAREHOLDERS, EMPLOYEESPARTNERS, REPRESENTATIVES AND AGENTSDIVISIONS, SUBSIDIARIES, PARENT CORPORATIONS, PREDECESSORS, SUCCESSORS, AFFILIATES, AND EACH ASSIGNS, INDIVIDUALLY AND IN THEIR REPRESENTATIVE CAPACITIES, AND ANY ENTITY AFFILIATED WITH ANY OF THEIR RESPECTIVE AFFILIATESTHE FOREGOING, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM ANY AND ALL LIABILITY FOR PAST OR RESPONSIBILITY FOR PRESENT, KNOWN OR UNKNOWN, CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING OBLIGATIONS, ACTIONS, DAMAGES, EXPENSES, OR COMPENSATION OF ANY NATURE AND FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)WHATEVER SOURCE, WHETHER NOW KNOWN OR NOTBASED IN TORT, WHICH MAY ARISE FROM (1) CONTRACT, INCLUDING BUT NOT LIMITED TO ANY LATENT OR PATENT DEFECTSOPTION AGREEMENTS, ANY HIDDEN OR CONCEALED CONDITIONSBONUS PLANS, OR ANY SUBSOILOTHER THEORY OF RECOVERY, GROUNDWATER AND WHETHER FOR COMPENSATORY OR GEOLOGICAL CONDITIONSPUNITIVE OR OTHER DAMAGES, (2) THAT ▇▇▇▇▇▇ NOW HAS OR THAT MAY HEREAFTER ACCRUE THROUGH THE CONDITIONDATE OF ALLSUP'S EXECUTION OF THIS WAIVER AND RELEASE AGREEMENT. ▇▇▇▇▇▇ UNDERSTANDS AND AGREES THAT UNDER THE TERMS OF THIS WAIVER AND RELEASE AGREEMENT HE IS GIVING UP CLAIMS, STRUCTURAL INTEGRITYCOMPLAINTS, OPERABILITYCAUSES OF ACTIONS, MAINTENANCE OR REPAIR DEMANDS ARISING UNDER OR BASED ON, INCLUDING BUT NOT LIMITED TO, ALLSUP'S EMPLOYMENT RELATIONSHIP WITH THE COMPANY, THE TERMS OF ALLSUP'S EMPLOYMENT, AND THE SEPARATION OF ▇▇▇▇▇▇ FROM HIS EMPLOYMENT; THE MINNESOTA HUMAN RIGHTS ACT SECTIONS 363 ET. SEQ.; ILLINOIS HUMAN RIGHTS ACT SECTIONS 5/1-101, CHAPTER 775, ET SEQ.; THE COLORADO ANTI-DISCRIMINATION ACT, TITLE 24, ARTICLE 34, ET. SEQ.; DELAWARE FAIR EMPLOYMENT PRACTICES ACT, TITLE 19, SECTION 710, ET. SEQ.; IOWA CIVIL RIGHTS ACT, CHAPTER 216, ET. SEQ.; THE MICHIGAN HUMAN OR CIVIL RIGHTS ACT; THE INDIANA HUMAN OR CIVIL RIGHTS ACT; THE AMERICANS WITH DISABILITIES ACT 42 U.S.C. SECTIONS 12101, ET SEQ.; TITLE VII OF THE 1964 CIVIL RIGHTS ACT 42 U.S.C. SECTIONS 2000E, ET SEQ.; THE FAIR LABOR STANDARDS ACT 29 U.S.C. SECTIONS 201 ET SEQ.; THE EMPLOYEE RETIREMENT INCOME SECURITY ACT 29 U.S.C. SECTIONS 1001, ET SEQ.; OR ANY OTHER FEDERAL LAW, OR STATE LAW OR CITY ORDINANCE. ▇▇▇▇▇▇ FURTHER UNDERSTANDS AND AGREES THAT UNDER THE TERMS OF THIS WAIVER AND RELEASE AGREEMENT HE IS GIVING UP CLAIMS, COMPLAINTS, CAUSES OF ACTIONS, OR DEMANDS ARISING UNDER OR BASED ON, INCLUDING BUT NOT LIMITED TO ALL CLAIMS FOR WRONGFUL DISCHARGE, CLAIMS OF DISCRIMINATION, DEFAMATION, INTENTIONAL OR NEGLIGENT INFLICTION OF EMOTIONAL DISTRESS, NEGLIGENT SUPERVISION OR HIRING, OR PROMISSORY ESTOPPEL, OR WRONGFUL TERMINATION, FOR ANY BREACH OF CONTRACT RIGHTS, OR BREACH OF ANY BUILDINGSEMPLOYEE HANDBOOKS OR EMPLOYEE POLICY TERMS, EQUIPMENTOR ANY BREACH OF AN EXPRESS OR IMPLIED PROMISE, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE BREACH OF ANY HAZARDOUS COMPANY STOCK OPTION PLANS, OR TOXIC MATERIALS FOR ANY MISREPRESENTATION, OR SUBSTANCESFRAUD, (4) OR RETALIATION, OR CLAIMS FOR RETALIATORY DISCHARGE, WITH NO RESERVATION OF ANY RIGHTS OR CLAIMS BY ▇▇▇▇▇▇, WHETHER STATED OR IMPLIED, DEVELOPED OR UNDEVELOPED, KNOWN OR UNKNOWN, OR ANY OTHER FACT OR MATTER OCCURRING PRIOR TO ALLSUP'S EXECUTION OF THIS WAIVER AND RELEASE AGREEMENT. ▇▇▇▇▇▇ FURTHER AGREES THAT ▇▇▇▇▇▇ WILL NOT INSTITUTE ANY CLAIM FOR DAMAGES, BY CHARGE OR OTHERWISE, NOR OTHERWISE AUTHORIZE ANY OTHER PARTY, GOVERNMENTAL OR OTHERWISE, TO INSTITUTE ANY CLAIM FOR DAMAGES VIA ADMINISTRATIVE OR LEGAL PROCEEDINGS AGAINST THE COMPLIANCE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, COUNSEL, EMPLOYEES, SHAREHOLDERS, PARTNERS, DIVISIONS, SUBSIDIARIES, PARENT CORPORATIONS, PREDECESSORS, SUCCESSORS, AFFILIATES, AND ASSIGNS, INDIVIDUALLY AND IN THEIR REPRESENTATIVE CAPACITIES, AND ANY ENTITY AFFILIATED WITH ANY OF THE PROPERTY WITH, FOREGOING. ▇▇▇▇▇▇ ALSO WAIVES THE RIGHT TO MONEY DAMAGES OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OTHER LEGAL OR REGULATION OF EQUITABLE RELIEF AWARDED BY ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR AGENCY RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementANY SUCH CLAIM.

Appears in 1 contract

Sources: Complete and Permanent Waiver and General Release of Claims (Lund International Holdings Inc)

General Release. IN CONSIDERATION OF THE BENEFITS PROVIDED TO BORROWER UNDER THE FULLEST EXTENT PERMITTED BY LAWTERMS AND PROVISIONS HEREOF, PURCHASER BORROWER AND GUARANTORS HEREBY UNCONDITIONALLY AGREE AS FOLLOWS (“GENERAL RELEASE”): (A) EACH BORROWER AND IRREVOCABLY RELEASES GUARANTOR, FOR ITSELF AND ON BEHALF OF ITS RESPECTIVE SUCCESSORS AND ASSIGNS, DOES HEREBY RELEASE, ACQUIT AND FOREVER DISCHARGES SELLERDISCHARGE EACH CONSENTING LENDER, SELLER’S ALL OF CONSENTING LENDERS’ PREDECESSORS IN INTEREST, AND ALL OF CONSENTING LENDERS’ PAST AND PRESENT OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERSATTORNEYS, SHAREHOLDERSAFFILIATES, EMPLOYEES, REPRESENTATIVES EMPLOYEES AND AGENTS, OF AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM ANY AND ALL LIABILITY CLAIMS, DEMANDS, OBLIGATIONS, LIABILITIES, INDEBTEDNESS, BREACHES OF CONTRACT, BREACHES OF DUTY OR RESPONSIBILITY FOR CLAIMSOF ANY RELATIONSHIP, ACTS, OMISSIONS, MISFEASANCE, MALFEASANCE, CAUSES OF ACTION, DEFENSES, OFFSETS, DEBTS, SUMS OF MONEY, ACCOUNTS, COMPENSATION, CONTRACTS, CONTROVERSIES, PROMISES, DAMAGES, COSTS, LOSSES AND DEMANDSEXPENSES, OF EVERY TYPE, KIND, NATURE, DESCRIPTION OR CHARACTER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, LIQUIDATED OR UNLIQUIDATED, EACH AS THOUGH FULLY SET FORTH HEREIN AT LENGTH (EACH, A “RELEASED CLAIM” AND COLLECTIVELY, THE “RELEASED CLAIMS”), THAT BORROWER OR ANY GUARANTOR NOW HAS OR MAY ACQUIRE AS OF THE DATE HEREOF (THE “RELEASE DATE”), INCLUDING WITHOUT LIMITATION LIMITATION, THOSE RELEASED CLAIMS IN ANY WAY ARISING FROM PERSONAL INJURY OUT OF, CONNECTED WITH OR DEATH, RELATED TO ANY AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION PRIOR CREDIT ACCOMMODATIONS, IF ANY, PROVIDED BY ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONSCONSENTING LENDER, OR ANY SUBSOILOF CONSENTING LENDERS’ PREDECESSORS IN INTEREST, GROUNDWATER TO BORROWER OR GEOLOGICAL CONDITIONSANY GUARANTOR, AND ANY AGREEMENTS, NOTES OR DOCUMENTS OF ANY KIND RELATED THERETO OR THE TRANSACTIONS CONTEMPLATED THEREBY OR HEREBY, OR ANY OTHER AGREEMENT OR DOCUMENT REFERRED TO HEREIN OR THEREIN. (2B) EACH BORROWER AND GUARANTOR HEREBY ACKNOWLEDGES, REPRESENTS AND WARRANTS TO CONSENTING LENDERS THAT IT AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES AND RELEASED CLAIMS THAT ARE RELEASED BY THE PROVISIONS OF THIS GENERAL RELEASE IN FAVOR OF CONSENTING LENDERS, AND EACH BORROWER AND GUARANTOR HEREBY WAIVES AND RELEASES ALL RIGHTS AND BENEFITS THAT IT MIGHT OTHERWISE HAVE UNDER ANY LAW WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES AND RELEASED CLAIMS. (C) EACH PERSON SIGNING BELOW ON BEHALF OF BORROWER OR ANY GUARANTOR ACKNOWLEDGES THAT HE OR SHE HAS READ EACH OF THE PROVISIONS OF THIS GENERAL RELEASE. EACH SUCH PERSON FULLY UNDERSTANDS THAT THIS GENERAL RELEASE HAS IMPORTANT LEGAL CONSEQUENCES, AND EACH SUCH PERSON REALIZES THAT HE OR SHE IS CAUSING BORROWER AND/OR ONE OR MORE GUARANTORS TO RELEASE ANY AND ALL RELEASED CLAIMS THAT IT AND/OR THEY MAY HAVE AS OF THE RELEASE DATE. EACH BORROWER AND GUARANTOR HEREBY ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO OBTAIN A LAWYER’S ADVICE CONCERNING THE LEGAL CONSEQUENCES OF EACH OF THE PROVISIONS OF THIS GENERAL RELEASE. (D) EACH BORROWER AND GUARANTOR HEREBY SPECIFICALLY ACKNOWLEDGES AND AGREES THAT: (I) NONE OF THE PROVISIONS OF THIS GENERAL RELEASE SHALL BE CONSTRUED AS OR CONSTITUTE AN ADMISSION OF ANY LIABILITY ON THE PART OF ANY CONSENTING LENDER OR OTHER PERSON RELEASED HEREBY; (II) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR PROVISIONS OF THIS GENERAL RELEASE SHALL CONSTITUTE AN ABSOLUTE BAR TO ANY RELEASED CLAIM OF ANY BUILDINGSKIND, EQUIPMENTWHETHER ANY SUCH RELEASED CLAIM IS BASED ON CONTRACT, FURNITURETORT, FURNISHINGS WARRANTY, MISTAKE OR IMPROVEMENTSANY OTHER THEORY, WHETHER LEGAL, STATUTORY OR EQUITABLE; AND (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5III) ANY OTHER MATTER OR THING AFFECTING OR RELATED ATTEMPT TO ASSERT A RELEASED CLAIM BARRED BY THE PROVISIONS OF THIS GENERAL RELEASE SHALL SUBJECT BORROWER AND GUARANTORS TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementPROVISIONS OF APPLICABLE LAW SETTING FORTH THE REMEDIES FOR THE BRINGING OF GROUNDLESS, FRIVOLOUS OR BASELESS CLAIMS OR CAUSES OF ACTION.

Appears in 1 contract

Sources: Credit Agreement (Erickson Air-Crane Inc)

General Release. TO (a) AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ AND THE ADMINISTRATIVE AGENT’S EXECUTION OF THIS AGREEMENT, PURCHASER EACH LOAN PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLERTHE LENDERS, SELLER’S OFFICERSTHE ADMINISTRATIVE AGENT, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, THE ISSUING BANKS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION 007870-0083-35345850 OTHER CLAIMS OF EVERY KIND OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)NATURE WHATSOEVER, WHETHER NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) ANY LATENT WHETHER LIQUIDATED OR PATENT DEFECTSUNLIQUIDATED, ANY HIDDEN MATURED OR CONCEALED CONDITIONSUNMATURED, FIXED OR ANY SUBSOILCONTINGENT, GROUNDWATER DIRECTLY OR GEOLOGICAL CONDITIONSINDIRECTLY ARISING OUT OF, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY CONNECTED WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY LENDER OR THE PROPERTYADMINISTRATIVE AGENT OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (COLLECTIVELY, THE “CLAIMS”). Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26EACH LOAN PARTY FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM. The provisions of this Section 26 shall survive Closing or any termination of this AgreementFURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 6.13. IN ENTERING INTO THIS AGREEMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. (b) THE PROVISIONS OF THIS SECTION 6.13 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OR PREPAYMENT OF ANY OF THE LOANS, OR THE TERMINATION OF THE CREDIT AGREEMENT, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. (c) EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASE. 007870-0083-35345850

Appears in 1 contract

Sources: Limited Forbearance Agreement (Lilis Energy, Inc.)

General Release. TO THE FULLEST EXTENT PERMITTED BY LAWCOMPANY FOR ITSELF AND ITS LEGAL REPRESENTATIVES, PURCHASER SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASING PARTIES"), HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLERBANK, SELLER’S ITS OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERSAGENTS, EMPLOYEES, REPRESENTATIVES ATTORNEYS, LEGAL REPRESENTATIVES, SUCCESSORS AND AGENTSASSIGNS (COLLECTIVELY, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER "RELEASED PARTIES") FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES DEMANDS, ACTIONS, DAMAGES AND DEMANDSCAUSES OF ACTION WHICH ANY OF THE RELEASING PARTIES HAS ASSERTED OR CLAIMED OR MIGHT NOW OR HEREAFTER ASSERT OR CLAIM AGAINST ALL OF ANY OF THE RELEASED PARTIES, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF, RELATED TO OR IN ANY WAY CONNECTED WITH OR BASED UPON ANY PRIOR RELATED EVENT (AS SUCH TERM IS HEREINAFTER DEFINED). THE TERM "PRIOR RELATED EVENT" SHALL MEAN ANY ACT, OMISSION, CIRCUMSTANCE, AGREEMENT, LOAN EXTENSION OF CREDIT, TRANSACTION, TRANSFER, PAYMENT, EVENT, ACTION OR OCCURRENCE BETWEEN OR INVOLVING THE COMPANY AND ALL OR ANY OF THE PRIOR TO THE EXECUTION OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY LIMITING IN ANY RESPECT THE GENERALITY OF THE FOREGOING: (i) ANY ACTION TAKEN ON OR DEATH, PRIOR TO THE EXECUTION OF THIS RIGHT OR PURPORTED RIGHT OF BANK AS A CREDITOR; (u) ANY FAILURE OR REFUSAL TO MAKE ANY LOAN OR ADVANCE; AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION in) ANY INTERRUPTION PAYMENT OR INTERFERENCE WITH OTHER TRANSFER MADE TO BANK BY OR FOR THE ACCOUNT OF THE COMPANY AT ANY BUSINESS TIME PRIOR TO THE EXECUTION OF THIS AGREEMENT. THE COMPANY AGREES AND ACKNOWLEDGES THAT THIS SECTION IS NOT TO BE CONSTRUED AS OR ACTIVITIES BEING CONDUCTED DEEMED AN ACKNOWLEDGMENT OR ADMISSION ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR PART OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, RELEASED PARTIES OF LIABILITY FOR ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementAS PRECEDENT UPON WHICH ANY LIABILITY MAY BE ASSERTED.

Appears in 1 contract

Sources: Credit Facilities (Patrick Industries Inc)

General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, THE COLLATERAL AGENT’S AND PURCHASERS’ EXECUTION AND DELIVERY OF (OR CONSENT TO DELIVERY AND EXECUTION OF) THIS AMENDMENT, EACH OF THE RELEASORS HEREBY FOREVER AGREES AND COVENANTS NOT TO SUE OR PROSECUTE AGAINST ANY RELEASEE AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) RELEASEE FROM ANY AND ALL LIABILITY CLAIMS THAT SUCH RELEASOR NOW HAS OR RESPONSIBILITY FOR CLAIMSHEREAFTER MAY HAVE, LOSSES OF WHATEVER NATURE AND DEMANDSKIND, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY WHETHER KNOWN OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)UNKNOWN, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING AT LAW OR IN EQUITY, AGAINST THE RELEASEES, BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE SECOND AMENDMENT EFFECTIVE DATE, THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) ANY OR ALL OF THE NOTE DOCUMENTS OR TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTIONS OR OMISSIONS IN CONNECTION THEREWITH OR (II) ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE NOTE PARTIES, ON THE ONE HAND, AND ANY OR ALL OF THE PURCHASERS AND THE COLLATERAL AGENT, ON THE OTHER HAND, RELATING TO ANY OR ALL OF THE DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS REFERENCED IN CLAUSE (I) ABOVE. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, THE RECEIPT BY ANY NOTE PARTY OF ANY PROCEEDS OR OTHER BENEFITS OF ANY NOTE OR OTHER FINANCIAL INSTRUMENT HELD BY ANY PURCHASER AFTER THE SECOND AMENDMENT EFFECTIVE DATE SHALL CONSTITUTE A RATIFICATION, ADOPTION, AND CONFIRMATION BY SUCH PARTY OF THE FOREGOING GENERAL RELEASE OF ALL CLAIMS AGAINST THE RELEASEES WHICH ARE BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) EXISTING ON OR PRIOR TO THE DATE OF ISSUANCE OF ANY LATENT SUCH NOTES OR PATENT DEFECTSOTHER FINANCIAL INSTRUMENT. IN ENTERING INTO THIS AMENDMENT, EACH NOTE PARTY CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY HEREOF. THE PROVISIONS OF THIS SECTION 11 SHALL SURVIVE THE TERMINATION OF THIS AMENDMENT, ANY HIDDEN OR CONCEALED CONDITIONSOTHER NOTE DOCUMENT, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE AND PAYMENT IN FULL OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO OBLIGATIONS UNDER THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementNOTE DOCUMENTS.

Appears in 1 contract

Sources: Note Purchase Agreement (OptiNose, Inc.)

General Release. TO EFFECTIVE AS OF THE FULLEST EXTENT PERMITTED BY LAWEFFECTIVE DATE, PURCHASER (I) CFWH AND THE CFWH AFFILIATES HEREBY UNCONDITIONALLY FULLY AND IRREVOCABLY RELEASES FINALLY WAIVE, RELEASE, ACQUIT AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTSDISCHARGE EACH OF THE ▇▇▇▇▇▇▇▇▇ PARTIES, AND EACH OF THEIR RESPECTIVE AFFILIATES(II) THE ▇▇▇▇▇▇▇▇▇ PARTIES HEREBY FULLY AND FINALLY WAIVE, OFFICERSRELEASE, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES ACQUIT AND AGENTS (EACH A “SELLER PARTY” FOREVER DISCHARGE CFWH AND COLLECTIVELY THE “SELLER PARTIES”) CFWH AFFILATES FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CAUSES OF ACTION, CLAIMS, LOSSES COUNTERCLAIMS, SUITS, ATTORNEYS’ FEES, COSTS, CONTROVERSIES, DEMANDS AND DEMANDSOTHER OBLIGATIONS AND LIABILITIES OF ANY KIND, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATHCLAIMS FOR SALARY, EMPLOYEE BENEFITS, VACATION, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION EXPENSE REIMBURSEMENT, WHETHER IN LAW OR INTERFERENCE WITH ANY BUSINESS EQUITY, AND WHETHER KNOWN OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY UNKNOWN, THAT SUCH RELEASING PARTY HAD OR NOW HAS, AND ANY LOSS CLAIM THAT WAS OR MIGHT HAVE BEEN ALLEGED BY ANY SUCH RELEASING PARTY, IN CONNECTION WITH, ARISING OUT OF OPPORTUNITY)OR RELATING TO THE ▇▇▇▇▇▇▇▇▇ AGREEMENTS IN RESPECT OF THE PERIOD PRIOR TO, ON OR AFTER THE EFFECTIVE DATE, NOTWITHSTANDING THE FAULT, STRICT LIABILITY, BREACH OF CONTRACT OR NEGLIGENCE, WHETHER NOW KNOWN SOLE, JOINT OR NOTCONCURRENT OR ACTIVE OR PASSIVE, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITHPERSON RELEASED BY THIS PARAGRAPH 6.2 OR WHETHER ASSERTED IN CONTRACT, IN WARRANTY, IN TORT, BY STATUTE OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementOTHERWISE.

Appears in 1 contract

Sources: Settlement Agreement (Center for Wound Healing, Inc.)

General Release. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, BUYER, UPON CLOSING, SHALL BE DEEMED TO THE FULLEST EXTENT PERMITTED BY LAWHAVE WAIVED, PURCHASER HEREBY UNCONDITIONALLY RELINQUISHED AND IRREVOCABLY RELEASES RELEASED SELLER FROM AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN CONTRACT, STRICT LIABILITY OR RESPONSIBILITY FOR CLAIMSTORT), LOSSES LOSSES, DAMAGES, LIABILITIES, COSTS AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND COURT COSTS) OF ANY INTERRUPTION AND EVERY KIND OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)CHARACTER, WHETHER NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER, AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT DEFECTSCONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY HIDDEN ENVIRONMENTAL LAWS AND AMERICANS WITH DISABILITIES ACT) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR CONCEALED CONDITIONSMATTERS REGARDING THE PROJECT. BUYER ACKNOWLEDGES AND AGREES THAT THE WAIVERS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE RELEASES AND OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WERE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PROPERTY WITHPURCHASE PRICE AND THAT SELLER WOULD HAVE BEEN UNWILLING TO SELL THE PROJECT TO BUYER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. BUYER, OR VIOLATION OFWITH BUYER’S COUNSEL, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCESHAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AND BUILDING UNDERSTANDS THE SIGNIFICANCE AND HEALTH CODESEFFECT THEREOF. THE FOREGOING WAIVER AND RELEASE SHALL NOT MODIFY, ALTER OR (5) LIMIT ANY OTHER MATTER OF SELLER’S REPRESENTATIONS OR THING AFFECTING WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT OR RELATED IN THE DOCUMENTS TO BE DELIVERED AT CLOSING. THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementPROVISIONS OF THIS SECTION SHALL SURVIVE CLOSING.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Parkway Properties Inc)

General Release. TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER BUYER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY PREMISES AND ANY LOSS OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY PREMISES WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementPREMISES, IN EACH CASE, EXCEPT FOR CLAIMS, LOSSES OR DEMANDS ARISING FROM (A) WILLFUL MISREPRESENTATION OR FRAUD BY SELLER OR (B) THE PRESENCE, RELEASE OR EXPOSURE OF ANY PERSON TO ANY HAZARDOUS SUBSTANCES AT OR ON THE PREMISES FIRST EXISTING OR FIRST OCCURRING DURING THE PERIOD BEGINNING ON THE DATE THAT THE DUE DILIGENCE PERIOD EXPIRES AND ENDING ON THE CLOSING DATE, BUT ONLY TO THE EXTENT THAT SUCH PRESENCE, RELEASE OR EXPOSURE WAS NOT CAUSED, DIRECTLY OR INDIRECTLY, BY BUYER OR ANY OF ITS AFFILIATES, CONTRACTORS, AGENTS OR EMPLOYEES.

Appears in 1 contract

Sources: Contract of Sale (Boston Beer Co Inc)

General Release. TO EFFECTIVE UPON THE FULLEST EXTENT PERMITTED BY LAWBORROWER, PURCHASER HEREBY UNCONDITIONALLY THE U.S. GUARANTORS, AND IRREVOCABLY RELEASES THE EUROPEAN SUBSIDIARIES, FOR AND FOREVER DISCHARGES SELLERON BEHALF OF THEMSELVES AND ALL PERSONS AND/OR ENTITIES CLAIMING BY, SELLER’S OFFICERSTHROUGH AND/OR UNDER ANY OF THEM, MEMBERSINCLUDING, MANAGERSBUT NOT LIMITED TO, TRUSTEESALL OF THEIR RESPECTIVE PAST AND PRESENT PARTNERS, DIRECTORS, PARTNERSSHAREHOLDERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, ADMINISTRATORS, AGENTS, PARENT CORPORATIONS, SUBSIDIARIES, AFFILIATES, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS AND WHERE APPLICABLE THEIR RESPECTIVE HEIRS, EXECUTORS AND TRUSTEES (COLLECTIVELY REFERRED TO HEREIN, JOINTLY AND SEVERALLY, AS THE 'RELEASORS') HEREBY JOINTLY AND SEVERALLY UNCONDITIONALLY REMISE, RELEASE, ACQUIT AND FOREVER DISCHARGE THE BANK AND ALL OF ITS PAST AND PRESENT DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES ATTORNEYS, ACCOUNTANTS, ADMINISTRATORS, AGENTS, PARENT CORPORATIONS, SUBSIDIARIES, AFFILIATES, REPRESENTATIVES, PREDECESSORS, SUCCESSORS, ASSIGNS AND AGENTS WHERE APPLICABLE THEIR RESPECTIVE HEIRS, EXECUTORS AND TRUSTEES (EACH A “SELLER PARTY” COLLECTIVELY REFERRED TO HEREIN AS THE 'RELEASEES'), OF, FROM AND COLLECTIVELY THE “SELLER PARTIES”) FROM WITH RESPECT TO ANY AND ALL LIABILITY OR RESPONSIBILITY FOR GRIEVANCES, DISPUTES, MANNER OF ACTIONS, CAUSES OF ACTION, SUITS, OBLIGATIONS, LIABILITIES, LOSSES, DEBTS, DAMAGES, DUES, SUMS OF MONEY, ACCOUNTS, RECKONINGS, CONTROVERSIES, AGREEMENTS, CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE COUNTERCLAIMS AND CROSSCLAIMS, INCLUDING, BUT NOT LIMITED TO ALL CLAIMS AND CAUSES OF ACTION ARISING FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OUT OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementLOAN DOCUMENTS AND/OR ALL TRANSACTIONS RELATED THERETO, WHETHER KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, DIRECT, INDIRECT OR CONTINGENT, ARISING IN LAW OR EQUITY, WHICH THE RELEASORS (OR ANY OF THEM) EVER HAD, NOW HAS, OR MAY EVER HAVE AGAINST ANY ONE OR MORE OF THE RELEASEES, FROM THE BEGINNING OF TIME TO THE DATE OF THIS SECOND WAIVER AGREEMENT.

Appears in 1 contract

Sources: Second Waiver and Amendment Agreement (Selas Corp of America)

General Release. TO (a) AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ EXECUTION OF THIS FIRST AMENDMENT, PURCHASER THE BORROWER, EACH GUARANTOR, EACH ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND THE AGENTS, THE LENDERS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF OTHER CLAIMS OF EVERY KIND OR NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHETHER LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, FIXED OR CONTINGENT, DIRECTLY OR INDIRECTLY ARISING OUT OF, CONNECTED WITH, RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY AGENT, ANY LENDER OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (INCLUDING WITHOUT LIMITATION COLLECTIVELY, THE “CLAIMS”); PROVIDED THAT THE FOREGOING SHALL NOT RELEASE CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INTERRUPTION RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. THE BORROWER AND EACH GUARANTOR FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR INTERFERENCE PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM EXCEPT THAT THE BORROWER AND EACH GUARANTOR SHALL HAVE NO OBLIGATION HEREUNDER WITH RESPECT TO ANY BUSINESS CLAIM RESULTING FROM THE GROSS NEGLIGENCE OR ACTIVITIES BEING CONDUCTED WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. FURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE PROPERTY BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 12. IN ENTERING INTO THIS FIRST AMENDMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY LOSS RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF OPPORTUNITY)THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, WHETHER ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. (b) THE PROVISIONS OF THIS SECTION 12 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE TERMINATION OF THIS FIRST AMENDMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. (c) EACH RELEASING PARTY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW KNOWN OR NOT, WHICH MAY ARISE FROM BELIEVED TO BE TRUE WITH RESPECT TO SUCH CLAIMS AND AGREES THAT THIS INSTRUMENT SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING ANY SUCH DIFFERENCES OR ADDITIONAL FACTS. THIS RELEASE SHALL BE AND REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE DISCOVERY BY ANY RELEASING PARTY AFTER THE DATE HEREOF (1I) OF ANY LATENT NEW OR PATENT DEFECTS, ADDITIONAL CLAIM AGAINST ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONSRELEASEE, (2II) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS NEW OR IMPROVEMENTSADDITIONAL FACTS IN ANY WAY RELATING TO THIS RELEASE, (3III) THE PRESENCE OF THAT ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODESFACT RELIED UPON BY IT WAS INCORRECT, OR (5IV) THAT ANY REPRESENTATION OR WARRANTY MADE BY ANY RELEASEE WAS UNTRUE OR THAT ANY RELEASEE CONCEALED ANY FACT, CIRCUMSTANCE OR CLAIM RELEVANT TO A RELEASING PARTY’S EXECUTION OF THIS RELEASE. EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER MATTER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR THING AFFECTING OR RELATED TO ATTEMPTED IN BREACH OF THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementPROVISIONS OF SUCH RELEASE.

Appears in 1 contract

Sources: Term Loan Credit Agreement (GNC Holdings, Inc.)

General Release. TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY MATTER RELATED TO THE TENANTS OF THE PROPERTY, (6) ANY MATTER RELATED TO THE DUE DILIGENCE MATERIALS, OR (7) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY OR THE OPERATION OF THE PROPERTY ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this Agreement.

Appears in 1 contract

Sources: Purchase and Sale Agreement

General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, THE FORBEARANCE PROVIDED FOR HEREIN, ATLAS, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES AND ITS AND THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, "RELEASORS"), HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES TO THE FULLEST EXTENT PERMITTED BY LAWLAW ANY AND ALL DEFENSES AND CLAIMS (INCLUDING, PURCHASER HEREBY UNCONDITIONALLY WITHOUT LIMITATION, CROSSCLAIMS, COUNTERCLAIMS, RIGHTS OF SET-OFF AND IRREVOCABLY RELEASES RECOUPMENT), CAUSES OF ACTION, DEMANDS, SUITS, COSTS, EXPENSES AND FOREVER DISCHARGES SELLERDAMAGES (COLLECTIVELY, SELLER’S OFFICERSTHE "CLAIMS"), MEMBERSTHAT ANY RELEASOR NOW HAS OR HEREAFTER MAY HAVE, MANAGERSOF WHATSOEVER NATURE AND KIND, TRUSTEESWHETHER KNOWN OR UNKNOWN, DIRECTORSWHETHER NOW EXISTING OR HEREAFTER ARISING, PARTNERSWHETHER ARISING AT LAW OR IN EQUITY, SHAREHOLDERSAGAINST ANY OR ALL OF THE CLASS A-1 CERTIFICATEHOLDERS, EMPLOYEESTHE SUBORDINATION AGENT, REPRESENTATIVES THE MORTGAGEES AND AGENTS, THE PASS THROUGH TRUSTEES AND EACH OF THEIR RESPECTIVE AFFILIATES, SHAREHOLDERS, AND "CONTROLLING PERSONS" (WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND EACH AND ALL OF THE OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS AND OTHER REPRESENTATIVES OF EACH OF THE FOREGOING (COLLECTIVELY, THE "RELEASEES"), BASED IN WHOLE OR IN PART ON FACTS OR CIRCUMSTANCES, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE EXECUTION OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THE FOREGOING RELEASE IS NOT INTENDED TO, AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY DOES NOT, RELEASE THE “SELLER PARTIES”) CLASS A-1 CERTIFICATEHOLDERS FROM ANY OF THEIR OBLIGATIONS OR AGREEMENTS SET FORTH IN OR ARISING UNDER THIS AGREEMENT. ACCEPTANCE BY ATLAS OF ANY FINANCIAL ACCOMMODATION MADE BY CLASS A-1 CERTIFICATEHOLDERS AFTER THE DATE HEREOF (INCLUDING, WITHOUT LIMITATION, THE ACCOMMODATION CONTAINED IN THIS AGREEMENT) SHALL CONSTITUTE A RATIFICATION, ADOPTION AND CONFIRMATION BY RELEASORS OF THE FOREGOING GENERAL RELEASE OF ALL LIABILITY CLAIMS AGAINST ANY RELEASEE WHICH ARE BASED IN WHOLE OR RESPONSIBILITY FOR CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY IN PART ON FACTS OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)CIRCUMSTANCES, WHETHER OR NOT NOW KNOWN KNOWN, EXISTING ON OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) PRIOR TO THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR DATE OF RECEIPT OF ANY BUILDINGSSUCH FINANCIAL ACCOMMODATION. IN ENTERING INTO THIS AGREEMENT, EQUIPMENTATLAS HAS CONSULTED WITH AND BEEN REPRESENTED BY COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, FURNITURE, FURNISHINGS ACTS OR IMPROVEMENTS, (3) THE PRESENCE OF OMISSIONS BY ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITHRELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASE SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR VIOLATION OFOMISSIONS OR THE ACCURACY, ANY LAWCOMPLETENESS OR VALIDITY THEREOF. THE PROVISIONS OF THIS GENERAL RELEASE SHALL SURVIVE THE PAYMENT IN FULL OF ALL AMOUNTS OWING UNDER THE LEASES, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, THE SERIES A-1 EQUIPMENT NOTES AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementCLASS A-1 CERTIFICATES.

Appears in 1 contract

Sources: Forbearance Agreement (Atlas Air Worldwide Holdings Inc)

General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, THE COLLATERAL AGENT’S AND PURCHASERS’ EXECUTION AND DELIVERY OF (OR CONSENT TO DELIVERY AND EXECUTION OF) THIS AMENDMENT AND WAIVER, EACH OF THE RELEASORS HEREBY FOREVER AGREES AND COVENANTS NOT TO SUE OR PROSECUTE AGAINST ANY RELEASEE AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) RELEASEE FROM ANY AND ALL LIABILITY CLAIMS THAT SUCH RELEASOR NOW HAS OR RESPONSIBILITY FOR CLAIMSHEREAFTER MAY HAVE, LOSSES OF WHATEVER NATURE AND DEMANDSKIND, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY WHETHER KNOWN OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)UNKNOWN, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING AT LAW OR IN EQUITY, AGAINST THE RELEASEES, BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE EFFECTIVE DATE, THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) ANY OR ALL OF THE NOTE DOCUMENTS OR TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTIONS OR OMISSIONS IN CONNECTION THEREWITH OR (II) ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE NOTE PARTIES, ON THE ONE HAND, AND ANY OR ALL OF THE PURCHASERS AND THE COLLATERAL AGENT, ON THE OTHER HAND, RELATING TO ANY OR ALL OF THE DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS REFERENCED IN CLAUSE (I) ABOVE. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, THE RECEIPT BY ANY NOTE PARTY OF ANY PROCEEDS OR OTHER BENEFITS OF ANY NOTE OR OTHER FINANCIAL INSTRUMENT HELD BY ANY PURCHASER AFTER THE EFFECTIVE DATE SHALL CONSTITUTE A RATIFICATION, ADOPTION, AND CONFIRMATION BY SUCH PARTY OF THE FOREGOING GENERAL RELEASE OF ALL CLAIMS AGAINST THE RELEASEES WHICH ARE BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) EXISTING ON OR PRIOR TO THE DATE OF ISSUANCE OF ANY LATENT SUCH NOTES OR PATENT DEFECTSOTHER FINANCIAL INSTRUMENT. IN ENTERING INTO THIS AMENDMENT AND WAIVER, EACH NOTE PARTY CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY HEREOF. THE PROVISIONS OF THIS SECTION 12 SHALL SURVIVE THE TERMINATION OF THIS AMENDMENT AND WAIVER, ANY HIDDEN OR CONCEALED CONDITIONSOTHER NOTE DOCUMENT, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE AND PAYMENT IN FULL OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO OBLIGATIONS UNDER THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementNOTE DOCUMENTS.

Appears in 1 contract

Sources: Note Purchase Agreement (OptiNose, Inc.)

General Release. TO THE FULLEST EXTENT PERMITTED BY LAWEMPLOYEE HEREBY RELEASES, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES WAIVES, AND FOREVER DISCHARGES SELLERCOMPANY AND ANY AND ALL PAST OR PRESENT PREDECESSORS, SELLER’S SUCCESSORS, JOINT VENTURERS, SUBSIDIARIES, PARENTS, AND RELATED OR AFFILIATED ENTITIES OR PERSONS OF THE PEI GROUP, AND ANY AND ALL OF THEIR RESPECTIVE PAST OR PRESENT OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, ATTORNEYS, AND EACH OF THEIR RESPECTIVE AFFILIATESEMPLOYEES (ALL COLLECTIVELY, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER RELEASED PARTIES”) ), FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR MANNER OF ACTIONS, CAUSES OF ACTIONS, DEMANDS, CLAIMS, LOSSES AGREEMENTS, PROMISES, DEBTS, LAWSUITS, CONTROVERSIES, COSTS, EXPENSES AND DEMANDSFEES WHATSOEVER, INCLUDING WITHOUT LIMITATION THOSE WHETHER ARISING Separation Agreement Dated March 28, 2021 Between ▇▇▇▇ ▇▇▇▇▇▇ and Evergreen Packaging LLC 2 of 7 IN CONTRACT, TORT OR ANY OTHER THEORY OF ACTION, WHETHER ARISING IN LAW OR EQUITY, WHETHER KNOWN OR UNKNOWN, ASSERTED OR UNASSERTED, FROM PERSONAL INJURY OR DEATHTHE BEGINNING OF TIME UP TO THE DATE OF THIS AGREEMENT (INDIVIDUALLY, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY“CLAIM;” COLLECTIVELY, “CLAIMS”), WHETHER EXCEPT FOR THOSE OBLIGATIONS CREATED BY OR ARISING OUT OF THIS AGREEMENT AND THOSE OBLIGATIONS SPECIFICALLY EXCLUDED UNDER THIS AGREEMENT. EMPLOYEE EXPRESSLY WAIVES THE BENEFIT OF ANY STATUTE OR RULE OF LAW WHICH, IF APPLIED TO THIS AGREEMENT, WOULD OTHERWISE PRECLUDE FROM ITS BINDING EFFECT ANY CLAIM AGAINST ANY RELEASED PARTY NOT NOW KNOWN BY EMPLOYEE TO EXIST. EXCEPT AS NECESSARY FOR EMPLOYEE TO ENFORCE THIS AGREEMENT, THIS AGREEMENT IS INTENDED TO BE A GENERAL RELEASE THAT BARS ALL CLAIMS. IF EMPLOYEE COMMENCES OR CONTINUES ANY CLAIM IN VIOLATION OF THIS AGREEMENT, THE RELEASED PARTY WILL BE ENTITLED TO ASSERT THIS AGREEMENT AS A BAR TO SUCH ACTION OR PROCEEDING. EMPLOYEE IS NOT, WHICH MAY ARISE FROM (1) HOWEVER, WAIVING ANY LATENT RIGHT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) CLAIM THAT FIRST ARISES AFTER THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTYDATE THIS AGREEMENT IS EXECUTED. Purchaser acknowledges and agrees that Without in any way limiting the provisions of this Section 26 are a material factor in Seller's acceptance generality of the Purchase Price foregoing, this Agreement constitutes a full release and that Seller would be unwilling disclaimer of any and all Claims arising out of or relating in any way to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing Employee’s employment, continued employment, retirement, resignation, or any termination of this Agreementemployment with Company (and any of its affiliated entities), whether arising under or out of a statute including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Family and Medical Leave Act, the National Labor Relations Act, the Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act, the Americans With Disabilities Act, the Illinois Human Rights Act, the Victims’ Economic Security and Safety Act, the Illinois Wage Payment and Collection Act, the Illinois Right to Privacy in the Workplace Act, the Illinois Equal Pay Act of 2003, the Illinois Equal Wage Act, the Illinois Wages for Women and Minors Act, the Illinois Religious Freedom Restoration Act, the Illinois Minimum Wage Law, the Illinois Whistleblower Act, the Illinois WARN Act, the Tennessee Human Rights Act, the Tennessee Disability Act, and any other federal, state, county, municipal or local statute, ordinance or regulation, all as may be amended from time to time, any collective bargaining agreement, or common law claims or causes of action in each case relating to alleged discrimination, breach of contract or public policy, wrongful or retaliatory discharge, tortious action, inaction, or interference of any sort, defamation, libel, slander, personal or business injury, including attorneys’ fees and costs, all claims for salary, bonus, vacation pay, and reimbursement for expenses. Employee specifically waives the right to recover in Employee’s own lawsuit as well as the right to recover in a suit brought by any other entity on Employee’s own behalf. To the extent applicable, the parties agree to waive the requirements of Illinois statute 735 ILCS 5/2 2301.

Appears in 1 contract

Sources: Separation Agreement (Pactiv Evergreen Inc.)

General Release. TO a. AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ AND THE ADMINISTRATIVE AGENT’S EXECUTION OF THIS AGREEMENT, PURCHASER EACH LOAN PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLERTHE LENDERS, SELLER’S OFFICERSTHE ADMINISTRATIVE AGENT, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, THE ISSUING BANKS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OTHER CLAIMS OF EVERY KIND OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)NATURE WHATSOEVER, WHETHER NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) ANY LATENT WHETHER LIQUIDATED OR PATENT DEFECTSUNLIQUIDATED, ANY HIDDEN MATURED OR CONCEALED CONDITIONSUNMATURED, FIXED OR ANY SUBSOILCONTINGENT, GROUNDWATER DIRECTLY OR GEOLOGICAL CONDITIONSINDIRECTLY ARISING OUT OF, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY CONNECTED WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY LENDER OR THE PROPERTYADMINISTRATIVE AGENT OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (COLLECTIVELY, THE “CLAIMS”); PROVIDED THAT THE FOREGOING SHALL NOT RELEASE CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26EACH LOAN PARTY FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM EXCEPT THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION HEREUNDER WITH RESPECT TO ANY CLAIM RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. The provisions of this Section 26 shall survive Closing or any termination of this AgreementFURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 4.11. IN ENTERING INTO THIS AGREEMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. b. THE PROVISIONS OF THIS SECTION 4.11 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OR PREPAYMENT OF ANY OF THE LOANS, OR THE TERMINATION OF THE CREDIT AGREEMENT, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. c. EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASE.

Appears in 1 contract

Sources: Credit Agreement (Lilis Energy, Inc.)

General Release. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR THE DOCUMENTS DELIVERED AT CLOSING, BUYER, UPON CLOSING, SHALL BE DEEMED TO THE FULLEST EXTENT PERMITTED BY LAWHAVE WAIVED, PURCHASER HEREBY UNCONDITIONALLY RELINQUISHED AND IRREVOCABLY RELEASES RELEASED SELLER FROM AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN CONTRACT, STRICT LIABILITY OR RESPONSIBILITY FOR CLAIMSTORT), LOSSES LOSSES, DAMAGES, LIABILITIES, COSTS AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND COURT COSTS) OF ANY INTERRUPTION AND EVERY KIND OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)CHARACTER, WHETHER NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER, AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT DEFECTSCONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY HIDDEN ENVIRONMENTAL LAWS AND AMERICANS WITH DISABILITIES ACT) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR CONCEALED CONDITIONSMATTERS REGARDING THE PROJECT. BUYER ACKNOWLEDGES AND AGREES THAT THE WAIVERS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE RELEASES AND OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WERE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PROPERTY WITHPURCHASE PRICE AND THAT SELLER WOULD HAVE BEEN UNWILLING TO SELL THE PROJECT TO BUYER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. BUYER, OR VIOLATION OFWITH BUYER’S COUNSEL, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCESHAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AND BUILDING UNDERSTANDS THE SIGNIFICANCE AND HEALTH CODESEFFECT THEREOF. THE FOREGOING WAIVER AND RELEASE SHALL NOT MODIFY, ALTER OR (5) LIMIT ANY OTHER MATTER OF SELLER’S REPRESENTATIONS OR THING AFFECTING WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT OR RELATED IN THE DOCUMENTS TO BE DELIVERED AT CLOSING. THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementPROVISIONS OF THIS SECTION SHALL SURVIVE CLOSING.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Parkway Properties Inc)

General Release. AS AN INDUCEMENT FOR THE COMPANY TO THE FULLEST EXTENT PERMITTED BY LAWENTER INTO THIS WAIVER AND RELEASE AGREEMENT, PURCHASER ▇▇▇▇▇▇▇▇ HEREBY IRREVOCABLY AND UNCONDITIONALLY AND IRREVOCABLY RELEASES RELEASES, ACQUITS, AND FOREVER DISCHARGES SELLERTHE COMPANY, SELLER’S ITS OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERSAGENTS, COUNSEL, EMPLOYEES, SHAREHOLDERS, EMPLOYEESPARTNERS, REPRESENTATIVES AND AGENTSDIVISIONS, SUBSIDIARIES, PARENT CORPORATIONS, PREDECESSORS, SUCCESSORS, AFFILIATES, AND EACH ASSIGNS, INDIVIDUALLY AND IN THEIR REPRESENTATIVE CAPACITIES, AND ANY ENTITY AFFILIATED WITH ANY OF THEIR RESPECTIVE AFFILIATESTHE FOREGOING, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM ANY AND ALL LIABILITY FOR PAST OR RESPONSIBILITY FOR PRESENT, KNOWN OR UNKNOWN, CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING OBLIGATIONS, ACTIONS, DAMAGES, EXPENSES, OR COMPENSATION OF ANY NATURE AND FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)WHATEVER SOURCE, WHETHER NOW KNOWN BASED IN TORT, CONTRACT, INCLUDING BUT NOT LIMITED TO ANY OPTION AGREEMENTS, EMPLOYMENT AGREEMENTS, BONUS PLANS OR NOTBONUS PAYMENTS, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONSSTOCK OPTION PLANS, OR ANY SUBSOILOTHER THEORY OF RECOVERY, GROUNDWATER AND WHETHER FOR COMPENSATORY OR GEOLOGICAL CONDITIONSACTUAL OR PUNITIVE OR OTHER DAMAGES, (2) THAT ▇▇▇▇▇▇▇▇ NOW HAS OR THAT MAY HEREAFTER ACCRUE THROUGH THE CONDITIONDATE OF ▇▇▇▇▇▇▇▇'▇ EXECUTION OF THIS WAIVER AND RELEASE AGREEMENT. ▇▇▇▇▇▇▇▇ UNDERSTANDS AND AGREES THAT UNDER THE TERMS OF THIS WAIVER AND RELEASE AGREEMENT HE IS GIVING UP CLAIMS, STRUCTURAL INTEGRITYCOMPLAINTS, OPERABILITYCAUSES OF ACTIONS, MAINTENANCE OR REPAIR DEMANDS ARISING UNDER OR BASED ON, INCLUDING BUT NOT LIMITED TO, ▇▇▇▇▇▇▇▇'▇ EMPLOYMENT RELATIONSHIP WITH THE COMPANY, INCLUDING BUT NOT LIMITED TO ANY EMPLOYMENT RELATIONSHIP WITH DEFLECTA-SHIELD CORPORATION AND ITS SUBSIDIARIES AND THEIR RESPECTIVE SUBSIDIARIES, AND ▇▇▇▇ INTERNATIONAL HOLDINGS, AND ITS SUBSIDIARIES, THE TERMS OF ▇▇▇▇▇▇▇▇'▇ EMPLOYMENT THEREWITH, AND THE SEPARATION OF ▇▇▇▇▇▇▇▇ FROM HIS EMPLOYMENT THEREWITH; THE MINNESOTA HUMAN RIGHTS ACT SECTIONS 363 ET. SEQ.; ILLINOIS HUMAN RIGHTS ACT SECTIONS 5/1-101, CHAPTER 775, ET SEQ.; THE COLORADO ANTI-DISCRIMINATION ACT, TITLE 24, ARTICLE 34, ET. SEQ.; DELAWARE FAIR EMPLOYMENT PRACTICES ACT, TITLE 19, SECTION 710, ET. SEQ.; IOWA CIVIL RIGHTS ACT, CHAPTER 216, ET. SEQ.; THE MICHIGAN HUMAN OR CIVIL RIGHTS ACT; THE INDIANA HUMAN OR CIVIL RIGHTS ACT; THE AMERICANS WITH DISABILITIES ACT 42 U.S.C. SECTIONS 12101, ET SEQ.; TITLE VII OF THE 1964 CIVIL RIGHTS ACT 42 U.S.C. SECTIONS 2000E, ET SEQ.; THE FAIR LABOR STANDARDS ACT 29 U.S.C. SECTIONS 201 ET SEQ.; THE EMPLOYEE RETIREMENT INCOME SECURITY ACT 29 U.S.C. SECTIONS 1001, ET SEQ.; OR ANY OTHER FEDERAL LAW, OR STATE LAW OR CITY ORDINANCE. ▇▇▇▇▇▇▇▇ FURTHER UNDERSTANDS AND AGREES THAT UNDER THE TERMS OF THIS WAIVER AND RELEASE AGREEMENT HE IS GIVING UP CLAIMS, COMPLAINTS, CAUSES OF ACTIONS, OR DEMANDS ARISING UNDER OR BASED ON, INCLUDING BUT NOT LIMITED TO ALL CLAIMS FOR WRONGFUL DISCHARGE, CLAIMS OF DISCRIMINATION, DEFAMATION, INTENTIONAL OR NEGLIGENT INFLICTION OF EMOTIONAL DISTRESS, NEGLIGENT SUPERVISION OR HIRING, OR PROMISSORY ESTOPPEL, OR WRONGFUL TERMINATION, FOR ANY BREACH OF CONTRACT RIGHTS, OR BREACH OF ANY BUILDINGSEMPLOYMENT CONTRACTS, EQUIPMENTEMPLOYEE HANDBOOKS OR EMPLOYEE POLICY TERMS, FURNITUREOR ANY BREACH OF AN EXPRESS OR IMPLIED PROMISE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE BREACH OF ANY HAZARDOUS COMPANY STOCK OPTION PLANS OR TOXIC MATERIALS OFFERS, OR SUBSTANCESFOR ANY MISREPRESENTATION, (4) OR FRAUD, OR RETALIATION, OR CLAIMS FOR RETALIATORY DISCHARGE, WITH NO RESERVATION OF ANY RIGHTS OR CLAIMS BY ▇▇▇▇▇▇▇▇, WHETHER STATED OR IMPLIED, DEVELOPED OR UNDEVELOPED, KNOWN OR UNKNOWN, OR ANY OTHER FACT OR MATTER OCCURRING PRIOR TO ▇▇▇▇▇▇▇▇'▇ EXECUTION OF THIS WAIVER AND RELEASE AGREEMENT. ▇▇▇▇▇▇▇▇ FURTHER AGREES THAT ▇▇▇▇▇▇▇▇ WILL NOT INSTITUTE ANY CLAIM FOR DAMAGES, BY CHARGE OR OTHERWISE, NOR OTHERWISE AUTHORIZE ANY OTHER PARTY, GOVERNMENTAL OR OTHERWISE, TO INSTITUTE ANY CLAIM FOR DAMAGES VIA ADMINISTRATIVE OR LEGAL PROCEEDINGS AGAINST THE COMPLIANCE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, COUNSEL, EMPLOYEES, SHAREHOLDERS, PARTNERS, DIVISIONS, SUBSIDIARIES, PARENT CORPORATIONS, PREDECESSORS, SUCCESSORS, AFFILIATES, AND ASSIGNS, INDIVIDUALLY AND IN THEIR REPRESENTATIVE CAPACITIES, AND ANY ENTITY AFFILIATED WITH ANY OF THE PROPERTY WITH, FOREGOING. ▇▇▇▇▇▇▇▇ ALSO WAIVES THE RIGHT TO MONEY DAMAGES OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OTHER LEGAL OR REGULATION OF EQUITABLE RELIEF AWARDED BY ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR AGENCY RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementANY SUCH CLAIM.

Appears in 1 contract

Sources: Complete and Permanent Waiver Agreement (Lund International Holdings Inc)

General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, THE COLLATERAL AGENT’S AND L▇▇▇▇▇▇’ EXECUTION AND DELIVERY OF (OR CONSENT TO DELIVERY AND EXECUTION OF) THIS SIXTEENTH AMENDMENT, EACH OF THE RELEASORS HEREBY FOREVER AGREES AND COVENANTS NOT TO SUE OR PROSECUTE AGAINST ANY RELEASEE AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) RELEASEE FROM ANY AND ALL LIABILITY CLAIMS THAT SUCH RELEASOR NOW HAS OR RESPONSIBILITY FOR CLAIMSHEREAFTER MAY HAVE, LOSSES OF WHATEVER NATURE AND DEMANDSKIND, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY WHETHER KNOWN OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)UNKNOWN, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING AT LAW OR IN EQUITY, AGAINST THE RELEASEES, BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE SIXTEENTH AMENDMENT EFFECTIVE DATE, THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) ANY OR ALL OF THE LOAN DOCUMENTS OR TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTIONS OR OMISSIONS IN CONNECTION THEREWITH OR (II) ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE CREDIT PARTIES, ON THE ONE HAND, AND ANY OR ALL OF THE LENDER PARTIES, ON THE OTHER HAND, RELATING TO ANY OR ALL OF THE DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS REFERENCED IN CLAUSE (I) ABOVE. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, THE RECEIPT BY ANY CREDIT PARTY OF ANY TERM LOANS OR OTHER FINANCIAL ACCOMMODATIONS MADE BY ANY LENDER PARTY AFTER THE SIXTEENTH AMENDMENT EFFECTIVE DATE SHALL CONSTITUTE A RATIFICATION, ADOPTION, AND CONFIRMATION BY SUCH PARTY OF THE FOREGOING GENERAL RELEASE OF ALL CLAIMS AGAINST THE RELEASEES WHICH ARE BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) EXISTING ON OR PRIOR TO THE DATE OF RECEIPT OF ANY LATENT SUCH TERM LOANS OR PATENT DEFECTSOTHER FINANCIAL ACCOMMODATIONS. IN ENTERING INTO THIS SIXTEENTH AMENDMENT, EACH CREDIT PARTY CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY HEREOF. THE PROVISIONS OF THIS SECTION 12 SHALL SURVIVE THE TERMINATION OF THIS SIXTEENTH AMENDMENT, ANY HIDDEN OR CONCEALED CONDITIONSOTHER LOAN DOCUMENT, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE AND PAYMENT IN FULL OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO OBLIGATIONS UNDER THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementLOAN DOCUMENTS.

Appears in 1 contract

Sources: Sixteenth Amendment (LumiraDx LTD)

General Release. IN CONSIDERATION OF THE BENEFITS PROVIDED TO EACH BORROWER UNDER THE FULLEST EXTENT PERMITTED BY LAWTERMS AND PROVISIONS HEREOF, PURCHASER EACH BORROWER HEREBY UNCONDITIONALLY AGREES AS FOLLOWS (“GENERAL RELEASE”): (A) EACH BORROWER, FOR ITSELF AND IRREVOCABLY RELEASES ON BEHALF OF ITS RESPECTIVE SUCCESSORS AND ASSIGNS, DOES HEREBY RELEASE, ACQUIT AND FOREVER DISCHARGES SELLERDISCHARGE LENDERS, SELLER’S ALL OF LENDERS’ PREDECESSORS IN INTEREST, AND ALL OF LENDERS’ PAST AND PRESENT OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERSATTORNEYS, SHAREHOLDERSAFFILIATES, EMPLOYEES, REPRESENTATIVES EMPLOYEES AND AGENTS, OF AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM ANY AND ALL LIABILITY CLAIMS, DEMANDS, OBLIGATIONS, LIABILITIES, INDEBTEDNESS, BREACHES OF CONTRACT, BREACHES OF DUTY OR RESPONSIBILITY FOR CLAIMSOF ANY RELATIONSHIP, ACTS, OMISSIONS, MISFEASANCE, MALFEASANCE, CAUSES OF ACTION, DEFENSES, OFFSETS, DEBTS, SUMS OF MONEY, ACCOUNTS, COMPENSATION, CONTRACTS, CONTROVERSIES, PROMISES, DAMAGES, COSTS, LOSSES AND DEMANDSEXPENSES, OF EVERY TYPE, KIND, NATURE, DESCRIPTION OR CHARACTER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, LIQUIDATED OR UNLIQUIDATED, EACH AS THOUGH FULLY SET FORTH HEREIN AT LENGTH (EACH, A “RELEASED CLAIM” AND COLLECTIVELY, THE “RELEASED CLAIMS”), THAT BORROWER NOW HAS OR MAY ACQUIRE AS OF APRIL 23, 2008 (THE “RELEASE DATE”), INCLUDING WITHOUT LIMITATION LIMITATION, THOSE RELEASED CLAIMS IN ANY WAY ARISING FROM PERSONAL INJURY OUT OF, CONNECTED WITH OR DEATH, RELATED TO ANY AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION PRIOR CREDIT ACCOMMODATIONS, IF ANY, PROVIDED BY ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONSLENDER, OR ANY SUBSOILOF LENDERS’ PREDECESSORS IN INTEREST, GROUNDWATER TO BORROWER, AND ANY AGREEMENTS, NOTES OR GEOLOGICAL CONDITIONSDOCUMENTS OF ANY KIND RELATED THERETO OR THE TRANSACTIONS CONTEMPLATED THEREBY OR HEREBY, OR ANY OTHER AGREEMENT OR DOCUMENT REFERRED TO HEREIN OR THEREIN. (2B) EACH BORROWER HEREBY ACKNOWLEDGES, REPRESENTS AND WARRANTS TO LENDERS THAT: (i) IT AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES AND RELEASED CLAIMS WHICH ARE RELEASED BY THE PROVISIONS OF THIS GENERAL RELEASE IN FAVOR OF LENDERS, AND EACH BORROWER HEREBY WAIVES AND RELEASES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY LAW WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES AND RELEASED CLAIMS; (ii) IT HAS HAD AN OPPORTUNITY TO OBTAIN A LAWYER’S ADVICE CONCERNING THE LEGAL CONSEQUENCES OF EACH OF THE PROVISIONS OF THIS GENERAL RELEASE; (iii) NONE OF THE PROVISIONS OF THIS GENERAL RELEASE SHALL BE CONSTRUED AS OR CONSTITUTE AN ADMISSION OF ANY LIABILITY ON THE PART OF ANY LENDER OR OTHER PERSON RELEASED HEREBY; (iv) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR PROVISIONS OF THIS GENERAL RELEASE SHALL CONSTITUTE AN ABSOLUTE BAR TO ANY RELEASED CLAIM OF ANY BUILDINGSKIND, EQUIPMENTWHETHER ANY SUCH RELEASED CLAIM IS BASED ON CONTRACT, FURNITURETORT, FURNISHINGS WARRANTY, MISTAKE OR IMPROVEMENTSANY OTHER THEORY, WHETHER LEGAL, STATUTORY OR EQUITABLE; AND (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5v) ANY OTHER MATTER OR THING AFFECTING OR RELATED ATTEMPT TO ASSERT A RELEASED CLAIM BARRED BY THE PROVISIONS OF THIS GENERAL RELEASE SHALL SUBJECT BORROWER TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementPROVISIONS OF APPLICABLE LAW SETTING FORTH THE REMEDIES FOR THE BRINGING OF GROUNDLESS, FRIVOLOUS OR BASELESS CLAIMS OR CAUSES OF ACTION.

Appears in 1 contract

Sources: Fourth Amendment to Third Amended and Restated Credit Agreement (Monaco Coach Corp /De/)

General Release. TO IN CONSIDERATION OF THE FULLEST EXTENT PERMITTED BY LAWSPECIAL SEPARATION COMPENSATION DESCRIBED IN PARAGRAPH 3 ABOVE, PURCHASER YOU AND YOUR FAMILY MEMBERS, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY THE "RELEASING PARTIES") HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES RELEASE, ACQUIT, AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM DISCHARGE ANY AND ALL LIABILITY CLAIMS AND DEMANDS OF WHATEVER KIND OR RESPONSIBILITY FOR CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)CHARACTER, WHETHER NOW KNOWN VICARIOUS, DERIVATIVE, OR NOTDIRECT, WHICH THAT YOU OR THEY, INDIVIDUALLY, COLLECTIVELY, OR OTHERWISE, MAY ARISE FROM HAVE OR ASSERT AGAINST: (1i) INTERVOICE; (ii) ANY LATENT PARENT COMPANY, SUBSIDIARY, OR PATENT DEFECTSAFFILIATED COMPANY OF INTERVOICE; OR (iii) ANY OFFICER, ANY HIDDEN OR CONCEALED CONDITIONSDIRECTOR, STOCKHOLDER, FIDUCIARY, AGENT, EMPLOYEE, REPRESENTATIVE, INSURER, ATTORNEY, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE SUCCESSORS AND ASSIGNS OF THE PROPERTY WITHENTITIES JUST NAMED (COLLECTIVELY THE "RELEASED PARTIES"). THIS GENERAL RELEASE INCLUDES BUT IS NOT LIMITED TO ANY CLAIM OR DEMAND BASED ON ANY FEDERAL, STATE, OR VIOLATION OFLOCAL STATUTORY OR COMMON LAW OR CONSTITUTIONAL PROVISION THAT APPLIES OR IS ASSERTED TO APPLY, ANY LAWDIRECTLY OR INDIRECTLY, STATUTETO THE FORMATION, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODESCONTINUATION, OR (5) TERMINATION OF YOUR EMPLOYMENT RELATIONSHIP WITH INTERVOICE. THUS, YOU AND THE OTHER RELEASING PARTIES AGREE NOT TO MAKE ANY CLAIMS OR DEMANDS AGAINST INTERVOICE OR ANY OF THE OTHER RELEASED PARTIES SUCH AS FOR WRONGFUL DISCHARGE; UNLAWFUL EMPLOYMENT DISCRIMINATION ON THE BASIS OF AGE OR ANY OTHER MATTER FORM OF UNLAWFUL EMPLOYMENT DISCRIMINATION; RETALIATION; BREACH OF CONTRACT (EXPRESS OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this Agreement.IMPLIED);

Appears in 1 contract

Sources: Separation Agreement (Intervoice Inc)

General Release. TO EFFECTIVE AS OF THE FULLEST EXTENT PERMITTED BY LAWCLOSING DATE, PURCHASER (I) THE CFWH GROUP HEREBY UNCONDITIONALLY FULLY AND IRREVOCABLY RELEASES FINALLY WAIVES, RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTSEACH MEMBER OF THE MED-AIR GROUP, AND (II) THE MED-AIR GROUP HEREBY FULLY AND FINALLY WAIVES, RELEASES, ACQUITS AND FOREVER DISCHARGES EACH MEMBER OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) CFWH GROUP FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CAUSES OF ACTION, CLAIMS, LOSSES COUNTERCLAIMS, SUITS, ATTORNEYS’ FEES, COSTS, CONTROVERSIES, DEMANDS AND DEMANDSOTHER OBLIGATIONS AND LIABILITIES OF ANY KIND, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY WHETHER IN LAW OR DEATHEQUITY, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION WHETHER KNOWN OR INTERFERENCE WITH ANY BUSINESS UNKNOWN, THAT SUCH RELEASING PARTY HAD OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY NOW HAS, AND ANY LOSS KIND THAT WAS OR MIGHT HAVE BEEN ALLEGED BY ANY SUCH RELEASING PARTY, IN CONNECTION WITH, ARISING OUT OF OPPORTUNITYOR RELATING TO THE MED-AIR CONTRACTS (EXCEPT TO THE EXTENT ARISING OUT OF OR RELATING TO THE FAR ROCKAWAY CONTRACTS) (IN EACH CASE, IN RESPECT OF THE PERIOD PRIOR TO, ON OR AFTER THE EFFECTIVE DATE), NOTWITHSTANDING THE FAULT, STRICT LIABILITY, BREACH OF CONTRACT OR NEGLIGENCE, WHETHER NOW KNOWN SOLE, JOINT OR NOTCONCURRENT OR ACTIVE OR PASSIVE, WHICH MAY ARISE FROM OF THE PERSON RELEASED BY THIS PARAGRAPH 9.2 OR WHETHER ASSERTED IN CONTRACT, IN WARRANTY, IN TORT, BY STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT (A) THIS PARAGRAPH 9.2 SHALL NOT APPLY TO ANY CLAIM BY (1) ANY LATENT MED-AIR FOR BREACH OF THIS AGREEMENT OR PATENT DEFECTS, ANY HIDDEN THE MED-AIR NOTE BY CFWH OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) CFWH OR ANY OF ITS AFFILIATES AGAINST ANY OF THE CONDITIONMED-AIR PARTIES OR THEIR AFFILIATES RELATING TO THE OPERATION, STRUCTURAL INTEGRITYMANAGEMENT, OPERABILITYOWNERSHIP, MAINTENANCE OR REPAIR ACQUISITION OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS HYPERBARIC OR IMPROVEMENTS, WOUND CARE CENTER ON OR PRIOR TO THE DATE HEREOF WHICH IS NOT LISTED ON SCHEDULE 5.6 OR (3) CFWH FOR BREACH OF THIS AGREEMENT BY ANY OF THE PRESENCE MED-AIR PARTIES; (B) IF THE MED-AIR NOTE IS NOT PAID IN ACCORDANCE WITH ITS TERMS (SUBJECT TO ANY APPLICABLE CURE PERIOD) DURING THE TWELVE (12) MONTH PERIOD FOLLOWING THE CLOSING DATE, THIS PARAGRAPH 9.2 SHALL BE DEEMED NULL AND VOID AB INITIO WITH RESPECT TO THE RELEASE GRANTED IN THIS PARAGRAPH 9.2 BY THE MED-AIR GROUP ONLY AND SHALL HAVE NO FURTHER FORCE OR EFFECT WITH RESPECT TO THE RELEASE GRANTED IN THIS PARAGRAPH 9.2 BY THE MED-AIR GROUP; (C) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR THIS PARAGRAPH 9.2 TO THE CONTRARY, IN THE EVENT THAT THE RELEASE GRANTED BY THE MED-AIR GROUP IS DEEMED NULL AND VOID AND OF NO FURTHER FORCE OR EFFECT PURSUANT TO THE IMMEDIATELY PRECEEDING CLAUSE OR OTHERWISE, EACH MEMBER OF THE CFWH GROUP SHALL BE ENTITLED TO RAISE AND ASSERT ANY AND ALL COUNTERCLAIMS, SETOFFS AND DEFENSES IT MAY HAVE (AS IF NO RELEASE BY THE CFWH GROUP HAD BEEN GRANTED HEREUNDER) IN CONNECTION WITH ANY CLAIM, ACTION OR SUIT ASSERTED OR BROUGHT BY ANY MEMBER OF THE MED-AIR GROUP; (D) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IF ANY MEMBER OF THE MED-AIR GROUP ASSERTS OR BRINGS ANY CLAIM, ACTION OR SUIT SOLELY BASED UPON CFWH’S FAILURE TO PAY THE MED-AIR NOTE WHEN DUE, NO MEMBER OF THE CFWH GROUP SHALL BE ENTITLED TO RAISE OR ASSERT ANY COUNTERCLAIM, SETOFF OR DEFENSE OTHER THAN A DEFENSE OF ACTUAL PAYMENT OR RIGHT TO CURE; AND (E) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL THE TRANSFER OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED MEMBERSHIP INTEREST HEREUNDER BE SUBJECT TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementREVERSAL.

Appears in 1 contract

Sources: Settlement Agreement (Center for Wound Healing, Inc.)

General Release. TO THE FULLEST EXTENT PERMITTED BY LAWEMPLOYEE HEREBY RELEASES, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES WAIVES, AND FOREVER DISCHARGES SELLERCOMPANY AND ANY AND ALL PAST OR PRESENT PREDECESSORS, SELLER’S SUCCESSORS, JOINT VENTURERS, SUBSIDIARIES, PARENTS, AND AFFILIATED ENTITIES, AND ANY AND ALL OF THEIR RESPECTIVE PAST OR PRESENT OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, ATTORNEYS, AND EACH OF THEIR RESPECTIVE AFFILIATESEMPLOYEES (ALL COLLECTIVELY, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER RELEASED PARTIES”) ), FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR MANNER OF ACTIONS, CAUSES OF ACTIONS, DEMANDS, CLAIMS, LOSSES AGREEMENTS, PROMISES, DEBTS, LAWSUITS, CONTROVERSIES, COSTS, EXPENSES AND DEMANDSFEES WHATSOEVER, INCLUDING WITHOUT LIMITATION THOSE WHETHER ARISING IN CONTRACT, TORT OR ANY OTHER THEORY OF ACTION, WHETHER ARISING IN LAW OR EQUITY, WHETHER KNOWN OR UNKNOWN, ASSERTED OR UNASSERTED, FROM PERSONAL INJURY OR DEATHTHE BEGINNING OF TIME UP TO THE DATE OF THIS AGREEMENT (INDIVIDUALLY, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY“CLAIM;” COLLECTIVELY, “CLAIMS”), WHETHER EXCEPT FOR THOSE OBLIGATIONS CREATED BY OR ARISING OUT OF THIS AGREEMENT AND THOSE OBLIGATIONS SPECIFICALLY EXCLUDED UNDER THIS AGREEMENT. EMPLOYEE EXPRESSLY WAIVES THE BENEFIT OF ANY STATUTE OR RULE OF LAW WHICH, IF APPLIED TO THIS AGREEMENT, WOULD OTHERWISE PRECLUDE FROM ITS BINDING EFFECT ANY CLAIM AGAINST ANY RELEASED PARTY NOT NOW KNOWN BY EMPLOYEE TO EXIST. EXCEPT AS NECESSARY FOR EMPLOYEE TO ENFORCE THIS AGREEMENT, THIS AGREEMENT IS INTENDED TO BE A GENERAL RELEASE THAT BARS ALL CLAIMS. IF EMPLOYEE COMMENCES OR CONTINUES ANY CLAIM IN VIOLATION OF THIS AGREEMENT, THE RELEASED PARTY WILL BE ENTITLED TO ASSERT THIS AGREEMENT AS A BAR TO SUCH ACTION OR PROCEEDING. EMPLOYEE IS NOT, WHICH MAY ARISE FROM (1) HOWEVER, WAIVING ANY LATENT RIGHT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) CLAIM THAT FIRST ARISES AFTER THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTYDATE THIS AGREEMENT IS EXECUTED. Purchaser acknowledges and agrees that Without in any way limiting the provisions of this Section 26 are a material factor in Seller's acceptance generality of the Purchase Price foregoing, this Agreement constitutes a full release and that Seller would be unwilling disclaimer of any and all Claims arising out of or relating in any way to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing Employee’s employment, continued employment, retirement, resignation, or any termination of this Agreementemployment with Company (and any of its affiliated entities), whether arising under or out of a statute including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Family and Medical Leave Act, the National Labor Relations Act, the Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act, the Americans With Disabilities Act, the Illinois Human Rights Act, the Victims’ Economic Security and Safety Act, the Illinois Wage Payment and Collection Act, the Illinois Right to Privacy in the Workplace Act, the Illinois Equal Pay Act of 2003, the Illinois Equal Wage Act, the Illinois Wages for Women and Minors Act, the Illinois Religious Freedom Restoration Act, the Illinois Minimum Wage Law, the Illinois Whistleblower Act, the Illinois WARN Act, and any other federal, state, county, municipal or local statute, ordinance or regulation, all as may be amended from time to time, any collective bargaining agreement, or common law claims or causes of action relating to alleged discrimination, breach of contract or public policy, wrongful or retaliatory discharge, tortious action, inaction, or interference of any sort, defamation, libel, slander, personal or business injury, including attorneys’ fees and costs, all claims for salary, bonus, vacation pay, and reimbursement for expenses. Employee specifically waives the right to recover in Employee’s own lawsuit as well as the right to recover in a suit brought by any other entity on Employee’s own behalf.

Appears in 1 contract

Sources: Employment Agreement (Pactiv Evergreen Inc.)

General Release. TO THE FULLEST EXTENT PERMITTED BY LAWEMPLOYEE HEREBY RELEASES, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES WAIVES, AND FOREVER DISCHARGES SELLERCOMPANY AND ANY AND ALL PAST OR PRESENT PREDECESSORS, SELLER’S SUCCESSORS, JOINT VENTURERS, SUBSIDIARIES, PARENTS, AND RELATED OR AFFILIATED ENTITIES OR PERSONS OF THE PEI GROUP, AND ANY AND ALL OF THEIR RESPECTIVE PAST OR PRESENT OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, ATTORNEYS, AND EACH OF THEIR RESPECTIVE AFFILIATESEMPLOYEES (ALL COLLECTIVELY, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER RELEASED PARTIES”) ), FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR MANNER OF ACTIONS, CAUSES OF ACTIONS, DEMANDS, CLAIMS, LOSSES AGREEMENTS, PROMISES, DEBTS, LAWSUITS, CONTROVERSIES, COSTS, EXPENSES AND DEMANDSFEES WHATSOEVER, INCLUDING WITHOUT LIMITATION THOSE WHETHER ARISING IN CONTRACT, TORT OR ANY OTHER THEORY OF ACTION, WHETHER ARISING IN LAW OR EQUITY, WHETHER KNOWN OR UNKNOWN, ASSERTED OR UNASSERTED, FROM PERSONAL INJURY OR DEATHTHE BEGINNING OF TIME UP TO THE DATE OF THIS AGREEMENT (INDIVIDUALLY, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY“CLAIM;” COLLECTIVELY, “CLAIMS”), WHETHER EXCEPT FOR THOSE OBLIGATIONS CREATED BY OR ARISING OUT OF THIS AGREEMENT AND THOSE OBLIGATIONS SPECIFICALLY EXCLUDED UNDER THIS AGREEMENT. EMPLOYEE EXPRESSLY WAIVES THE BENEFIT OF ANY STATUTE OR RULE OF LAW WHICH, IF APPLIED TO THIS AGREEMENT, WOULD OTHERWISE PRECLUDE FROM ITS BINDING EFFECT ANY CLAIM AGAINST ANY RELEASED PARTY NOT NOW KNOWN BY EMPLOYEE TO EXIST. EXCEPT AS NECESSARY FOR EMPLOYEE TO ENFORCE THIS AGREEMENT, THIS AGREEMENT IS INTENDED TO BE A GENERAL RELEASE THAT BARS ALL CLAIMS. IF EMPLOYEE COMMENCES OR CONTINUES ANY CLAIM IN VIOLATION OF THIS AGREEMENT, THE RELEASED PARTY WILL BE ENTITLED TO ASSERT THIS AGREEMENT AS A BAR TO SUCH ACTION OR PROCEEDING. EMPLOYEE IS NOT, WHICH MAY ARISE FROM (1) HOWEVER, WAIVING ANY LATENT RIGHT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) CLAIM THAT FIRST ARISES AFTER THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTYDATE THIS AGREEMENT IS EXECUTED. Purchaser acknowledges and agrees that Without in any way limiting the provisions of this Section 26 are a material factor in Seller's acceptance generality of the Purchase Price foregoing, this Agreement constitutes a full release and that Seller would be unwilling disclaimer of any and all Claims arising out of or relating in any way to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing Employee’s employment, continued employment, retirement, resignation, or any termination of this Agreementemployment with Company (and any of its affiliated entities), whether arising under or out of a statute including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Family and Medical Leave Act, the National Labor Relations Act, the Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act, the Americans With Disabilities Act, the Illinois Human Rights Act, the Victims’ Economic Security and Safety Act, the Illinois Wage Payment and Collection Act, the Illinois Right to Privacy in the Workplace Act, the Illinois Equal Pay Act of 2003, the Illinois Equal Wage Act, the Illinois Wages for Women and Minors Act, the Illinois Religious Freedom Restoration Act, the Illinois Minimum Wage Law, the Illinois Whistleblower Act, the Illinois WARN Act, the Florida Civil Rights Act, the Florida Workers’ Compensation Act, the Florida Whistleblower Act and any other federal, state, county, municipal or local statute, ordinance or regulation, all as may be amended from time to time, any collective bargaining agreement, or common law claims or Retirement Agreement Dated March 5, 2021 Between ▇▇▇▇ ▇▇▇▇▇▇▇ and Pactiv LLC causes of action in each case relating to alleged discrimination, breach of contract or public policy, wrongful or retaliatory discharge, tortious action, inaction, or interference of any sort, defamation, libel, slander, personal or business injury, including attorneys’ fees and costs, all claims for salary, bonus, vacation pay, and reimbursement for expenses. Employee specifically waives the right to recover in Employee’s own lawsuit as well as the right to recover in a suit brought by any other entity on Employee’s own behalf. To the extent applicable, the parties agree to waive the requirements of Illinois statute 735 ILCS 5/2 2301.

Appears in 1 contract

Sources: Retirement Agreement (Pactiv Evergreen Inc.)

General Release. TO IN CONSIDERATION OF THE FULLEST EXTENT PERMITTED BY LAWMUTUAL PROMISES AND UNDERTAKINGS IN THIS AGREEMENT AND THE SPECIAL SEPARATION BENEFITS DESCRIBED IN PARAGRAPH 4, PURCHASER YOU AND YOUR FAMILY MEMBERS, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY THE "RELEASING PARTIES") HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES RELEASE, ACQUIT, AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES WAIVE AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM DISCHARGE ANY AND ALL LIABILITY CLAIMS AND DEMANDS OF WHATEVER KIND OR RESPONSIBILITY FOR CLAIMSCHARACTER, LOSSES AND DEMANDSKNOWN OR UNKNOWN, WHETHER VICARIOUS, DERIVATIVE, OR DIRECT, THAT YOU OR THEY, INDIVIDUALLY, COLLECTIVELY, OR OTHERWISE, MAY HAVE OR ASSERT AGAINST: (A) NEXEN INC.; (B) ANY ENTITY AFFILIATED WITH NEXEN INC., INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY BUT NOT LIMITED TO NEXEN CHEMICALS U.S.A., INC. AND NEXEN PETROLEUM U.S.A., INC.; (C) ANY PAST OR DEATHPRESENT OFFICER, AND ALL CONSEQUENCES THEREOF DIRECTOR, OR OTHER EMPLOYEE OF THE ENTITIES JUST NAMED IN (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITYA)-(B), WHETHER NOW KNOWN IN THEIR INDIVIDUAL AND OFFICIAL CAPACITIES; OR NOT, WHICH MAY ARISE FROM (1D) ANY LATENT OR PATENT DEFECTSPARTNER, ANY HIDDEN OR CONCEALED CONDITIONSFIDUCIARY, AGENT, REPRESENTATIVE, VOLUNTEER, INSURER, ATTORNEY, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE SUCCESSORS AND ASSIGNS OF THE PROPERTY WITHENTITIES JUST NAMED IN (A)-(C) (COLLECTIVELY THE "RELEASED PARTIES"). THIS GENERAL RELEASE INCLUDES BUT IS NOT LIMITED TO ANY CLAIM OR DEMAND BASED ON ANY FEDERAL, STATE, OR VIOLATION OFLOCAL STATUTORY OR COMMON LAW OR CONSTITUTIONAL PROVISION THAT APPLIES OR IS ASSERTED TO APPLY, ANY LAWDIRECTLY OR INDIRECTLY, STATUTETO THE FORMATION, ORDINANCECONTINUATION, RULE OR REGULATION TERMINATION OF ANY GOVERNMENTAL ENTITYYOUR EMPLOYMENT RELATIONSHIP WITH NEXEN, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWSBUT NOT LIMITED TO THE AGE DISCRIMINATION IN EMPLOYMENT ACT ("ADEA"). THIS GENERAL RELEASE DOES NOT APPLY TO (I) ANY RIGHTS OR CLAIMS UNDER THE ADEA THAT MAY ARISE AFTER THE DATE THE EFFECTIVE DATE OF THIS AGREEMENT AS DEFINED BY PARAGRAPH 14; (II) ANY RIGHTS OR CLAIMS TO INDEMNIFICATION TO WHICH YOU ARE ENTITLED AS AN OFFICER, ZONING ORDINANCESDIRECTOR, AND BUILDING AND HEALTH CODESFORMER OFFICER, OR FORMER DIRECTOR OF NEXEN OR ANY ENTITY AFFILIATED WITH NEXEN; OR (5III) ANY OTHER MATTER RIGHTS OR THING AFFECTING OR RELATED CLAIMS RELATING TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementBREACH OR ENFORCEMENT OF THIS AGREEMENT.

Appears in 1 contract

Sources: Special Separation Agreement (Nexen Inc)

General Release. TO EACH OF THE FULLEST EXTENT PERMITTED BY LAWCOMPANIES FOR ITSELF AND ITS LEGAL REPRESENTATIVES, PURCHASER SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE ARELEASING PARTIES@), HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLERBANK, SELLER’S ITS OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERSAGENTS, EMPLOYEES, REPRESENTATIVES ATTORNEYS, LEGAL REPRESENTATIVES, SUCCESSORS AND AGENTSASSIGNS (COLLECTIVELY, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”ARELEASED PARTIES@) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES DEMANDS, ACTIONS, DAMAGES AND DEMANDSCAUSES OF ACTION WHICH ANY OF THE RELEASING PARTIES HAS ASSERTED OR CLAIMED OR MIGHT NOW OR HEREAFTER ASSERT OR CLAIM AGAINST ALL OF ANY OF THE RELEASED PARTIES, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF, RELATED TO OR IN ANY WAY CONNECTED WITH OR BASED UPON ANY PRIOR RELATED EVENT (AS SUCH TERM IS HEREINAFTER DEFINED). AS USED HEREIN, THE TERM APRIOR RELATED EVENT@ SHALL MEAN ANY ACT, OMISSION, CIRCUMSTANCE, AGREEMENT, LOAN, EXTENSION OF CREDIT, TRANSACTION, TRANSFER, PAYMENT, EVENT, ACTION OR OCCURRENCE BETWEEN OR INVOLVING ANY OF THE COMPANIES AND ALL OR ANY OF THE RELEASED PARTIES AND WHICH WAS MADE OR EXTENDED OR WHICH OCCURRED AT ANY TIME OR TIMES PRIOR TO THE EXECUTION OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY LIMITING IN ANY RESPECT THE GENERALITY OF THE FOREGOING: (i) ANY ACTION TAKEN ON OR DEATH, PRIOR TO THE EXECUTION OF THIS AGREEMENT TO OBTAIN PAYMENT OF ANY OBLIGATIONS OR TO OTHERWISE ENFORCE OR EXERCISE ANY RIGHT OR PURPORTED RIGHT OF BANK AS A CREDITOR; (ii) ANY FAILURE OR REFUSAL TO MAKE ANY LOAN OR ADVANCE; AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION iii) ANY INTERRUPTION PAYMENT OR INTERFERENCE WITH OTHER TRANSFER MADE TO BANK BY OR FOR THE ACCOUNT OF ANY BUSINESS OF THE COMPANIES AT ANY TIME PRIOR TO THE EXECUTION OF THIS AGREEMENT. EACH OF THE COMPANIES AGREE AND ACKNOWLEDGE THAT THIS SECTION 5 IS NOT TO BE CONSTRUED AS OR ACTIVITIES BEING CONDUCTED DEEMED AN ACKNOWLEDGMENT OR ADMISSION ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR PART OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, RELEASED PARTIES OF LIABILITY FOR ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementAS PRECEDENT UPON WHICH ANY LIABILITY MAY BE ASSERTED.

Appears in 1 contract

Sources: Credit Agreement (Starcraft Corp /In/)

General Release. TO (a) AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ EXECUTION OF THIS THIRD AMENDMENT, PURCHASER THE ABL ADMINISTRATIVE BORROWER, EACH OTHER BORROWER AND EACH GUARANTOR, EACH ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND THE AGENTS, THE LENDERS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF OTHER CLAIMS OF EVERY KIND OR NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHETHER LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, FIXED OR CONTINGENT, DIRECTLY OR INDIRECTLY ARISING OUT OF, CONNECTED WITH, RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY AGENT, ANY LENDER OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (INCLUDING WITHOUT LIMITATION COLLECTIVELY, THE “CLAIMS”); PROVIDED THAT THE FOREGOING SHALL NOT RELEASE CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INTERRUPTION RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. THE ABL ADMINISTRATIVE BORROWER, EACH OTHER BORROWER AND EACH GUARANTOR, FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR INTERFERENCE PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM EXCEPT THAT THE ABL ADMINISTRATIVE BORROWER, EACH OTHER BORROWER AND EACH GUARANTOR, SHALL HAVE NO OBLIGATION HEREUNDER WITH RESPECT TO ANY BUSINESS CLAIM RESULTING FROM THE GROSS NEGLIGENCE OR ACTIVITIES BEING CONDUCTED WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. FURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE PROPERTY BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 11. IN ENTERING INTO THIS THIRD AMENDMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY LOSS RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF OPPORTUNITY)THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, WHETHER ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. (b) THE PROVISIONS OF THIS SECTION 11 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE TERMINATION OF THIS THIRD AMENDMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. (c) EACH RELEASING PARTY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW KNOWN OR NOT, WHICH MAY ARISE FROM BELIEVED TO BE TRUE WITH RESPECT TO SUCH CLAIMS AND AGREES THAT THIS INSTRUMENT SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING ANY SUCH DIFFERENCES OR ADDITIONAL FACTS. THIS RELEASE SHALL BE AND REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE DISCOVERY BY ANY RELEASING PARTY AFTER THE DATE HEREOF (1I) OF ANY LATENT NEW OR PATENT DEFECTS, ADDITIONAL CLAIM AGAINST ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONSRELEASEE, (2II) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS NEW OR IMPROVEMENTSADDITIONAL FACTS IN ANY WAY RELATING TO THIS RELEASE, (3III) THE PRESENCE OF THAT ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODESFACT RELIED UPON BY IT WAS INCORRECT, OR (5IV) THAT ANY REPRESENTATION OR WARRANTY MADE BY ANY RELEASEE WAS UNTRUE OR THAT ANY RELEASEE CONCEALED ANY FACT, CIRCUMSTANCE OR CLAIM RELEVANT TO A RELEASING PARTY’S EXECUTION OF THIS RELEASE. EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER MATTER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR THING AFFECTING OR RELATED TO ATTEMPTED IN BREACH OF THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementPROVISIONS OF SUCH RELEASE.

Appears in 1 contract

Sources: Abl Credit Agreement (GNC Holdings, Inc.)

General Release. TO (a) AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ EXECUTION OF THIS SECOND AMENDMENT, PURCHASER THE BORROWER, EACH GUARANTOR, EACH ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND THE AGENTS, THE LENDERS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF OTHER CLAIMS OF EVERY KIND OR NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHETHER LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, FIXED OR CONTINGENT, DIRECTLY OR INDIRECTLY ARISING OUT OF, CONNECTED WITH, RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY AGENT, ANY LENDER OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (INCLUDING WITHOUT LIMITATION COLLECTIVELY, THE “CLAIMS”); PROVIDED THAT THE FOREGOING SHALL NOT RELEASE CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INTERRUPTION RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. THE BORROWER AND EACH GUARANTOR FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR INTERFERENCE PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM EXCEPT THAT THE BORROWER AND EACH GUARANTOR SHALL HAVE NO OBLIGATION HEREUNDER WITH RESPECT TO ANY BUSINESS CLAIM RESULTING FROM THE GROSS NEGLIGENCE OR ACTIVITIES BEING CONDUCTED WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. FURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE PROPERTY BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 11. IN ENTERING INTO THIS SECOND AMENDMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY LOSS RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF OPPORTUNITY)THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, WHETHER ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. (b) THE PROVISIONS OF THIS SECTION 11 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE TERMINATION OF THIS SECOND AMENDMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. (c) EACH RELEASING PARTY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW KNOWN OR NOT, WHICH MAY ARISE FROM BELIEVED TO BE TRUE WITH RESPECT TO SUCH CLAIMS AND AGREES THAT THIS INSTRUMENT SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING ANY SUCH DIFFERENCES OR ADDITIONAL FACTS. THIS RELEASE SHALL BE AND REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE DISCOVERY BY ANY RELEASING PARTY AFTER THE DATE HEREOF (1I) OF ANY LATENT NEW OR PATENT DEFECTS, ADDITIONAL CLAIM AGAINST ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONSRELEASEE, (2II) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS NEW OR IMPROVEMENTSADDITIONAL FACTS IN ANY WAY RELATING TO THIS RELEASE, (3III) THE PRESENCE OF THAT ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODESFACT RELIED UPON BY IT WAS INCORRECT, OR (5IV) THAT ANY REPRESENTATION OR WARRANTY MADE BY ANY RELEASEE WAS UNTRUE OR THAT ANY RELEASEE CONCEALED ANY FACT, CIRCUMSTANCE OR CLAIM RELEVANT TO A RELEASING PARTY’S EXECUTION OF THIS RELEASE. EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER MATTER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR THING AFFECTING OR RELATED TO ATTEMPTED IN BREACH OF THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementPROVISIONS OF SUCH RELEASE.

Appears in 1 contract

Sources: Term Loan Credit Agreement (GNC Holdings, Inc.)

General Release. IN CONSIDERATION OF, INTER ALIA, THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ AGREEMENTS AND CONSIDERATION AS SET FORTH IN THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), INCLUDING, WITHOUT LIMITATION, ADMINISTRATIVE AGENT’S AND THE LENDERS’ AGREEMENTS TO MODIFY THE FULLEST EXTENT PERMITTED BY LAWCREDIT AGREEMENT (AS AMENDED HEREBY) AS DESCRIBED IN THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), PURCHASER HEREBY UNCONDITIONALLY EACH CREDIT PARTY HEREBY, FOR ITSELF AND IRREVOCABLY ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES SELLEREACH OF THE ADMINISTRATIVE AGENT, SELLER’S OFFICERSTHE LENDERS, MEMBERSCO-SYNDICATION AGENTS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTSLC ISSUER, AND EACH OF THEIR RESPECTIVE AFFILIATESSUCCESSORS AND ASSIGNS, OFFICERS, MEMBERSDIRECTORS, MANAGERSEMPLOYEES, REPRESENTATIVES, TRUSTEES, DIRECTORSATTORNEYS, PARTNERSAGENTS, SHAREHOLDERSADVISORS (INCLUDING ATTORNEYS, EMPLOYEES, REPRESENTATIVES ACCOUNTANTS AND AGENTS EXPERTS) AND AFFILIATES (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ACTIONS, CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, COSTS, DAMAGES, EXPENSES OR DEATHOTHER OBLIGATIONS OF ANY KIND AND NATURE WHATSOEVER, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION KNOWN OR INTERFERENCE WITH ANY BUSINESS UNKNOWN, DIRECT AND/OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW KNOWN EXISTING OR NOTHEREAFTER ASSERTED (INCLUDING, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTSWITHOUT LIMITATION, ANY HIDDEN OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CONCEALED CONDITIONSCLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITHRELEASED PARTIES, IN EACH CASE, ON OR VIOLATION OFPRIOR TO THE EFFECTIVE DATE OF THIS THIRD AMENDMENT, AND ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), THE CREDIT AGREEMENT (AS AMENDED HEREBY), ANY LAWOTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, STATUTETHE “RELEASED MATTERS”). THE BORROWERS, ORDINANCEBY EXECUTION HEREOF, RULE ON BEHALF OF THEMSELVES AND ON BEHALF OF EACH OTHER CREDIT PARTY, EACH HEREBY ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS IN THIS SECTION 3 ARE INTENDED TO COVER AND BE IN FULL SATISFACTION FOR ALL OR REGULATION ANY ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE RELEASED MATTERS. THE PROVISIONS OF ANY GOVERNMENTAL ENTITYTHIS SECTION 3 SHALL SURVIVE THE TERMINATION OF THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCESTHE CREDIT AGREEMENT (AS AMENDED HEREBY), AND BUILDING AND HEALTH CODES, OR (5) ANY THE OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementLOAN DOCUMENTS.

Appears in 1 contract

Sources: Standstill and Amendment Agreement (Unit Corp)

General Release. IN CONSIDERATION OF, INTER ALIA, THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ AGREEMENTS AND CONSIDERATION AS SET FORTH IN THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), INCLUDING, WITHOUT LIMITATION, ADMINISTRATIVE AGENT’S AND THE LENDERS’ AGREEMENTS TO MODIFY THE FULLEST EXTENT PERMITTED BY LAWCREDIT AGREEMENT (AS AMENDED HEREBY) AS DESCRIBED IN THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), PURCHASER HEREBY UNCONDITIONALLY EACH CREDIT PARTY HEREBY, FOR ITSELF AND IRREVOCABLY ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES SELLEREACH OF THE ADMINISTRATIVE AGENT, SELLER’S OFFICERSTHE LENDERS, MEMBERSCO-SYNDICATION AGENTS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTSLC ISSUER, AND EACH OF THEIR RESPECTIVE AFFILIATESSUCCESSORS AND ASSIGNS, OFFICERS, MEMBERSDIRECTORS, MANAGERSEMPLOYEES, REPRESENTATIVES, TRUSTEES, DIRECTORSATTORNEYS, PARTNERSAGENTS, SHAREHOLDERSADVISORS (INCLUDING ATTORNEYS, EMPLOYEES, REPRESENTATIVES ACCOUNTANTS AND AGENTS EXPERTS) AND AFFILIATES (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ACTIONS, CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, COSTS, DAMAGES, EXPENSES OR DEATHOTHER OBLIGATIONS OF ANY KIND AND NATURE WHATSOEVER, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION KNOWN OR INTERFERENCE WITH ANY BUSINESS UNKNOWN, DIRECT AND/OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW KNOWN EXISTING OR NOTHEREAFTER ASSERTED (INCLUDING, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTSWITHOUT LIMITATION, ANY HIDDEN OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CONCEALED CONDITIONSCLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITHRELEASED PARTIES, IN EACH CASE, ON OR VIOLATION OFPRIOR TO THE EFFECTIVE DATE OF THIS SECOND AMENDMENT, AND ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), THE CREDIT AGREEMENT (AS AMENDED HEREBY), ANY LAWOTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, STATUTETHE “RELEASED MATTERS”). THE BORROWERS, ORDINANCEBY EXECUTION HEREOF, RULE OR REGULATION ON BEHALF OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, THEMSELVES AND BUILDING AND HEALTH CODES, OR (5) ANY ON BEHALF OF EACH OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this Agreement.CREDIT

Appears in 1 contract

Sources: Standstill and Amendment Agreement (Unit Corp)

General Release. IN CONSIDERATION OF, INTER ALIA, THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ AGREEMENTS AND CONSIDERATION AS SET FORTH IN THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), INCLUDING, WITHOUT LIMITATION, ADMINISTRATIVE AGENT’S AND THE LENDERS’ AGREEMENTS TO MODIFY THE FULLEST EXTENT PERMITTED BY LAWCREDIT AGREEMENT (AS AMENDED HEREBY) AS DESCRIBED IN THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), PURCHASER HEREBY UNCONDITIONALLY EACH CREDIT PARTY HEREBY, FOR ITSELF AND IRREVOCABLY ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES SELLEREACH OF THE ADMINISTRATIVE AGENT, SELLER’S OFFICERSTHE LENDERS, MEMBERSCO-SYNDICATION AGENTS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTSLC ISSUER, AND EACH OF THEIR RESPECTIVE AFFILIATESSUCCESSORS AND ASSIGNS, OFFICERS, MEMBERSDIRECTORS, MANAGERSEMPLOYEES, REPRESENTATIVES, TRUSTEES, DIRECTORSATTORNEYS, PARTNERSAGENTS, SHAREHOLDERSADVISORS (INCLUDING ATTORNEYS, EMPLOYEES, REPRESENTATIVES ACCOUNTANTS AND AGENTS EXPERTS) AND AFFILIATES (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ACTIONS, CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, COSTS, DAMAGES, EXPENSES OR DEATHOTHER OBLIGATIONS OF ANY KIND AND NATURE WHATSOEVER, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION KNOWN OR INTERFERENCE WITH ANY BUSINESS UNKNOWN, DIRECT AND/OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW KNOWN EXISTING OR NOTHEREAFTER ASSERTED (INCLUDING, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTSWITHOUT LIMITATION, ANY HIDDEN OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CONCEALED CONDITIONSCLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITHRELEASED PARTIES, IN EACH CASE, ON OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION PRIOR TO THE EFFECTIVE DATE OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCESTHIS FIRST AMENDMENT, AND BUILDING AND HEALTH CODESARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), OR THE CREDIT AGREEMENT (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this Agreement.AS

Appears in 1 contract

Sources: Standstill and Amendment Agreement (Unit Corp)

General Release. TO AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ AND THE ADMINISTRATIVE AGENT’S EXECUTION OF THIS AGREEMENT, PURCHASER EACH LOAN PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLERTHE LENDERS, SELLER’S OFFICERSTHE ADMINISTRATIVE AGENT, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, THE ISSUING BANKS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OTHER CLAIMS OF EVERY KIND OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)NATURE WHATSOEVER, WHETHER NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) ANY LATENT WHETHER LIQUIDATED OR PATENT DEFECTSUNLIQUIDATED, ANY HIDDEN MATURED OR CONCEALED CONDITIONSUNMATURED, ​ FIXED OR ANY SUBSOILCONTINGENT, GROUNDWATER DIRECTLY OR GEOLOGICAL CONDITIONSINDIRECTLY ARISING OUT OF, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY CONNECTED WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY LENDER OR THE PROPERTYADMINISTRATIVE AGENT OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (COLLECTIVELY, THE “CLAIMS”); PROVIDED THAT THE FOREGOING RELEASE OF CLAIMS DOES NOT APPLY TO ANY CLAIM THAT HAS BEEN DETERMINED IN A FINAL, NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE ARISEN BY VIRTUE OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26EACH LOAN PARTY FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM. The provisions of this Section 26 shall survive Closing or any termination of this Agreement.FURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 12. IN ENTERING INTO THIS AGREEMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. THE PROVISIONS OF THIS SECTION 12 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OR PREPAYMENT OF ANY OF THE LOANS, OR THE TERMINATION OF THE CREDIT AGREEMENT, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASE. ​ ​ ​

Appears in 1 contract

Sources: Senior Secured Revolving Credit Agreement (Battalion Oil Corp)

General Release. TO THE FULLEST EXTENT PERMITTED BY LAWI, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES on behalf of Minor and Minor’s Representatives, hereby IRREVOCABLY, UNCONDITIONALLY, AND FOREVER DISCHARGES SELLERRELEASE, SELLER’S OFFICERSDISCHARGE, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTSABSOLVE, AND EACH COVENANT NOT TO SUE Global(x), NORTH POINT MINISTRIES INC, and churches or other charitable organizations cooperating in the Service Trip, and all of their respective parents, subsidiaries, affiliated entities, successors and assigns (hereinafter, “Released Entities”), and the respective parents, subsidiaries, affiliated entities, successors and assigns (hereinafter, “Released Entities”), and the respective members, directors, officers, trustees, elders, deacons, managers, employees, representatives, agents, and volunteers of the Released Entities (hereinafter, “Released Parties”), from and with respect to any and all INJURIES, LOSSES, DAMAGES, CLAIMS, ACTIONS, RIGHTS, LIABILITIES, CAUSES OF THEIR RESPECTIVE AFFILIATESACTION, OFFICERSDEMANDS, MEMBERSOR OTHERWISE (collectively, MANAGERS“Claims and Liabilities”), TRUSTEESand agree that the Released Parties SHALL NOT BE LIABLE FOR SUCH CLAIMS AND LIABILITIES, DIRECTORSARISING FROM MINOR’S PARTICIPATION IN THE SERVICE TRIP, PARTNERSor my request for Minor to be permitted to participate in the Service Trip, SHAREHOLDERSWHETHER FOR PERSONAL INJURIES, EMPLOYEESPROPERTY DAMAGE, REPRESENTATIVES ILLNESS, DEATH, THE DISCLOSURE OF MEDICAL INFORMATION, OR IN ANY WAY RELATED TO EMERGENCY MEDICAL TREATMENT PROVIDED TO MINOR, OR IN CONNECTION WITH THE MEDIA LICENSE DESCRIBED BELOW, whether foreseen or unforeseen, present or future, known or unknown, even if caused by, or arising in whole or in part from, the NEGLIGENCE, FAULT, BREACH OF CONTRACT, STRICT LIABILITY, OR OTHER ACT, CONDUCT OR STATUS of any of the Released Parties, except only Claims and Liabilities resulting from the gross negligence or willful or wanton misconduct of a Released Party. Furthermore, I, on behalf of Minor and Minor’s Representatives, agree to INDEMNIFY, DEFEND, AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM HOLD HARMLESS the Released Parties from and against ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS AND LIABILITIES released herein. This indemnification INCLUDES ALL COSTS OF DEFENDING SUCH CLAIMS, LOSSES AND DEMANDSINCLUDING ATTORNEYS’ FEES, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATHCOSTS, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)EXPENSES, WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing whether suit is filed or any termination of this Agreementnot.

Appears in 1 contract

Sources: Team Agreement

General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, THE COLLATERAL AGENT’S AND ▇▇▇▇▇▇▇’ EXECUTION AND DELIVERY OF (OR CONSENT TO DELIVERY AND EXECUTION OF) THIS TWELFTH AMENDMENT, EACH OF THE RELEASORS HEREBY FOREVER AGREES AND COVENANTS NOT TO SUE OR PROSECUTE AGAINST ANY RELEASEE AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) RELEASEE FROM ANY AND ALL LIABILITY CLAIMS THAT SUCH RELEASOR NOW HAS OR RESPONSIBILITY FOR CLAIMSHEREAFTER MAY HAVE, LOSSES OF WHATEVER NATURE AND DEMANDSKIND, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY WHETHER KNOWN OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)UNKNOWN, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING AT LAW OR IN EQUITY, AGAINST THE RELEASEES, BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE TWELFTH AMENDMENT EFFECTIVE DATE, THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) ANY OR ALL OF THE LOAN DOCUMENTS OR TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTIONS OR OMISSIONS IN CONNECTION THEREWITH OR (II) ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE CREDIT PARTIES, ON THE ONE HAND, AND ANY OR ALL OF THE LENDER PARTIES, ON THE OTHER HAND, RELATING TO ANY OR ALL OF THE DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS REFERENCED IN CLAUSE (I) ABOVE. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, THE RECEIPT BY ANY CREDIT PARTY OF ANY TERM LOANS OR OTHER FINANCIAL ACCOMMODATIONS MADE BY ANY LENDER PARTY AFTER THE TWELFTH AMENDMENT EFFECTIVE DATE SHALL CONSTITUTE A RATIFICATION, ADOPTION, AND CONFIRMATION BY SUCH PARTY OF THE FOREGOING GENERAL RELEASE OF ALL CLAIMS AGAINST THE RELEASEES WHICH ARE BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) EXISTING ON OR PRIOR TO THE DATE OF RECEIPT OF ANY LATENT SUCH TERM LOANS OR PATENT DEFECTSOTHER FINANCIAL ACCOMMODATIONS. IN ENTERING INTO THIS TWELFTH AMENDMENT, EACH CREDIT PARTY CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY HEREOF. THE PROVISIONS OF THIS SECTION 12 SHALL SURVIVE THE TERMINATION OF THIS TWELFTH AMENDMENT, ANY HIDDEN OR CONCEALED CONDITIONSOTHER LOAN DOCUMENT, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE AND PAYMENT IN FULL OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO OBLIGATIONS UNDER THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementLOAN DOCUMENTS.

Appears in 1 contract

Sources: Twelfth Amendment and Waiver (LumiraDx LTD)

General Release. TO a. AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ AND THE ADMINISTRATIVE AGENT’S EXECUTION OF THIS AGREEMENT, PURCHASER EACH LOAN PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLERTHE LENDERS, SELLER’S OFFICERSTHE ADMINISTRATIVE AGENT, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, THE ISSUING BANKS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OTHER CLAIMS OF EVERY KIND OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)NATURE WHATSOEVER, WHETHER NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) ANY LATENT WHETHER LIQUIDATED OR PATENT DEFECTSUNLIQUIDATED, ANY HIDDEN MATURED OR CONCEALED CONDITIONSUNMATURED, FIXED OR ANY SUBSOILCONTINGENT, GROUNDWATER DIRECTLY OR GEOLOGICAL CONDITIONSINDIRECTLY ARISING OUT OF, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY CONNECTED WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY LENDER OR THE PROPERTYADMINISTRATIVE AGENT OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (COLLECTIVELY, THE “CLAIMS”). Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26EACH LOAN PARTY FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM. The provisions of this Section 26 shall survive Closing or any termination of this AgreementFURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 5.11. IN ENTERING INTO THIS AGREEMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. b. THE PROVISIONS OF THIS SECTION 5.11 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OR PREPAYMENT OF ANY OF THE LOANS, OR THE TERMINATION OF THE CREDIT AGREEMENT, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. c. EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASE. [Signature Pages Follow]

Appears in 1 contract

Sources: Credit Agreement (Lilis Energy, Inc.)

General Release. TO EFFECTIVE AS OF THE FULLEST EXTENT PERMITTED BY LAWCLOSING DATE, PURCHASER (I) THE CFWH GROUP HEREBY UNCONDITIONALLY FULLY AND IRREVOCABLY RELEASES FINALLY WAIVES, RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTSEACH MEMBER OF THE MED-AIR GROUP, AND (II) THE MED-AIR GROUP HEREBY FULLY AND FINALLY WAIVES, RELEASES, ACQUITS AND FOREVER DISCHARGES EACH MEMBER OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) CFWH GROUP FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CAUSES OF ACTION, CLAIMS, LOSSES COUNTERCLAIMS, SUITS, ATTORNEYS’ FEES, COSTS, CONTROVERSIES, DEMANDS AND DEMANDSOTHER OBLIGATIONS AND LIABILITIES OF ANY KIND, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY WHETHER IN LAW OR DEATHEQUITY, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION WHETHER KNOWN OR INTERFERENCE WITH ANY BUSINESS UNKNOWN, THAT SUCH RELEASING PARTY HAD OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY NOW HAS, AND ANY LOSS KIND THAT WAS OR MIGHT HAVE BEEN ALLEGED BY ANY SUCH RELEASING PARTY, IN CONNECTION WITH, ARISING OUT OF OPPORTUNITYOR RELATING TO THE MED-AIR CONTRACTS (EXCEPT TO THE EXTENT ARISING OUT OF OR RELATING TO THE FAR ROCKAWAY CONTRACTS) (IN EACH CASE, IN RESPECT OF THE PERIOD PRIOR TO, ON OR AFTER THE EFFECTIVE DATE), NOTWITHSTANDING THE FAULT, STRICT LIABILITY, BREACH OF CONTRACT OR NEGLIGENCE, WHETHER NOW KNOWN SOLE, JOINT OR NOTCONCURRENT OR ACTIVE OR PASSIVE, WHICH MAY ARISE FROM OF THE PERSON RELEASED BY THIS PARAGRAPH 9.2 OR WHETHER ASSERTED IN CONTRACT, IN WARRANTY, IN TORT, BY STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT (A) THIS PARAGRAPH 9.2 SHALL NOT APPLY TO ANY CLAIM BY (1) ANY LATENT MED-AIR FOR BREACH OF THIS AGREEMENT OR PATENT DEFECTS, ANY HIDDEN THE MED-AIR NOTE BY CFWH OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) CFWH OR ANY OF ITS AFFILIATES AGAINST ANY OF THE CONDITIONMED-AIR PARTIES OR THEIR AFFILIATES RELATING TO THE OPERATION, STRUCTURAL INTEGRITYMANAGEMENT, OPERABILITYOWNERSHIP, MAINTENANCE OR REPAIR ACQUISITION OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS HYPERBARIC OR IMPROVEMENTS, WOUND CARE CENTER ON OR PRIOR TO THE DATE HEREOF WHICH IS NOT LISTED ON SCHEDULE 5.6 OR (3) CFWH FOR BREACH OF THIS AGREEMENT BY ANY OF THE PRESENCE MED-AIR PARTIES; (B) IF THE MED-AIR NOTE IS NOT PAID IN ACCORDANCE WITH ITS TERMS (SUBJECT TO ANY APPLICABLE CURE PERIOD) DURING THE TWELVE (12) MONTH PERIOD FOLLOWING THE CLOSING DATE, THIS PARAGRAPH 9.2 SHALL BE DEEMED NULL AND VOID AB INITIO WITH RESPECT TO THE RELEASE GRANTED IN THIS PARAGRAPH 9.2 BY THE MED-AIR GROUP ONLY AND SHALL HAVE NO FURTHER FORCE OR EFFECT WITH RESPECT TO THE RELEASE GRANTED IN THIS PARAGRAPH 9.2 BY THE MED-AIR GROUP; (C) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR THIS PARAGRAPH 9.2 TO THE CONTRARY, IN THE EVENT THAT THE RELEASE GRANTED BY THE MED-AIR GROUP IS DEEMED NULL AND VOID AND OF NO FURTHER FORCE OR EFFECT PURSUANT TO THE IMMEDIATELY PRECEEDING CLAUSE OR OTHERWISE, EACH MEMBER OF THE CFWH GROUP SHALL BE ENTITLED TO RAISE AND ASSERT ANY AND ALL COUNTERCLAIMS, SETOFFS AND DEFENSES IT MAY HAVE (AS IF NO RELEASE BY THE CFWH GROUP HAD BEEN GRANTED HEREUNDER) IN CONNECTION WITH ANY CLAIM, ACTION OR SUIT ASSERTED OR BROUGHT BY ANY MEMBER OF THE MED-AIR GROUP; (D) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IF ANY MEMBER OF THE MED-AIR GROUP ASSERTS OR BRINGS ANY CLAIM, ACTION OR SUIT SOLELY BASED UPON CFWH’S FAILURE TO PAY THE MED-AIR NOTE WHEN DUE, NO MEMBER OF THE CFWH GROUP SHALL BE ENTITLED TO RAISE OR ASSERT ANY COUNTERCLAIM, SETOFF OR DEFENSE OTHER THAN A DEFENSE OF ACTUAL PAYMENT OR RIGHT TO CURE; AND (E) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL THE TRANSFER OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCESMEMBERSHIP INTEREST HEREUNDER BE SUBJECT TO REVERSAL. 15 9.3. Rights as a Member. Med-Air, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions in its capacity as a member of this Section 26 are a material factor in Seller's acceptance each of the Purchase Price Med-Air Transferred LLCs, and that Seller would be unwilling CFWH, in its capacity as a member of Southampton LLC, hereby waive and relinquish, as of the Closing Date, all of their respective rights, benefits and other entitlements (including, without limitation, profits, distributions, capital accounts, and tax benefits), whether or not accrued as of the Closing Date, under the applicable operating agreements relating to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing such limited liability companies or any termination of this Agreementotherwise under applicable Law.

Appears in 1 contract

Sources: Settlement Agreement

General Release. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN TO THE FULLEST EXTENT PERMITTED BY LAWCONTRARY, PURCHASER HEREBY UNCONDITIONALLY BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND IRREVOCABLY RELEASES RELEASED SELLER FROM AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN CONTRACT, STRICT LIABILITY OR RESPONSIBILITY FOR CLAIMSTORT), LOSSES LOSSES, DAMAGES, LIABILITIES, COSTS AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND COURT COSTS) OF ANY INTERRUPTION AND EVERY KIND OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)CHARACTER, WHETHER NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER, AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT DEFECTSCONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY HIDDEN ENVIRONMENTAL LAWS AND AMERICANS WITH DISABILITIES ACT) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR CONCEALED CONDITIONSMATTERS REGARDING THE PROJECT. BUYER ACKNOWLEDGES AND AGREES THAT THE WAIVERS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE RELEASES AND OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WERE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PROPERTY WITHPURCHASE PRICE AND THAT SELLER WOULD HAVE BEEN UNWILLING TO SELL THE PROJECT TO BUYER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. BUYER, OR VIOLATION OFWITH BUYER’S COUNSEL, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCESHAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AND BUILDING UNDERSTANDS THE SIGNIFICANCE AND HEALTH CODESEFFECT THEREOF. THE FOREGOING WAIVER AND RELEASE SHALL NOT MODIFY, ALTER OR (5) LIMIT ANY OTHER MATTER OF SELLER’S REPRESENTATIONS OR THING AFFECTING WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT OR RELATED IN THE DOCUMENTS TO BE DELIVERED AT CLOSING. THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementPROVISIONS OF THIS SECTION SHALL SURVIVE CLOSING.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Parkway Properties Inc)

General Release. TO (a) AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ EXECUTION OF THIS SECOND AMENDMENT, PURCHASER THE ABL ADMINISTRATIVE BORROWER, EACH OTHER BORROWER AND EACH GUARANTOR, EACH ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND THE AGENTS, THE LENDERS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF OTHER CLAIMS OF EVERY KIND OR NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHETHER LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, FIXED OR CONTINGENT, DIRECTLY OR INDIRECTLY ARISING OUT OF, CONNECTED WITH, RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY AGENT, ANY LENDER OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (INCLUDING WITHOUT LIMITATION COLLECTIVELY, THE “CLAIMS”); PROVIDED THAT THE FOREGOING SHALL NOT RELEASE CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INTERRUPTION RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. THE ABL ADMINISTRATIVE BORROWER, EACH OTHER BORROWER AND EACH GUARANTOR, FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR INTERFERENCE PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM EXCEPT THAT THE ABL ADMINISTRATIVE BORROWER, EACH OTHER BORROWER AND EACH GUARANTOR, SHALL HAVE NO OBLIGATION HEREUNDER WITH RESPECT TO ANY BUSINESS CLAIM RESULTING FROM THE GROSS NEGLIGENCE OR ACTIVITIES BEING CONDUCTED WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. FURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE PROPERTY BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 12. IN ENTERING INTO THIS SECOND AMENDMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY LOSS RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF OPPORTUNITY)THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, WHETHER ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. (b) THE PROVISIONS OF THIS SECTION 12 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE TERMINATION OF THIS SECOND AMENDMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. (c) EACH RELEASING PARTY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW KNOWN OR NOT, WHICH MAY ARISE FROM BELIEVED TO BE TRUE WITH RESPECT TO SUCH CLAIMS AND AGREES THAT THIS INSTRUMENT SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING ANY SUCH DIFFERENCES OR ADDITIONAL FACTS. THIS RELEASE SHALL BE AND REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE DISCOVERY BY ANY RELEASING PARTY AFTER THE DATE HEREOF (1I) OF ANY LATENT NEW OR PATENT DEFECTS, ADDITIONAL CLAIM AGAINST ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONSRELEASEE, (2II) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS NEW OR IMPROVEMENTSADDITIONAL FACTS IN ANY WAY RELATING TO THIS RELEASE, (3III) THE PRESENCE OF THAT ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODESFACT RELIED UPON BY IT WAS INCORRECT, OR (5IV) THAT ANY REPRESENTATION OR WARRANTY MADE BY ANY RELEASEE WAS UNTRUE OR THAT ANY RELEASEE CONCEALED ANY FACT, CIRCUMSTANCE OR CLAIM RELEVANT TO A RELEASING PARTY’S EXECUTION OF THIS RELEASE. EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER MATTER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR THING AFFECTING OR RELATED TO ATTEMPTED IN BREACH OF THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementPROVISIONS OF SUCH RELEASE.

Appears in 1 contract

Sources: Abl Credit Agreement (GNC Holdings, Inc.)

General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, ADMINISTRATIVE AGENT’S, COLLATERAL AGENT’S AND REQUIRED LENDERS’ EXECUTION AND DELIVERY OF (OR CONSENT TO DELIVERY AND EXECUTION OF) THIS AGREEMENT, EACH OF THE RELEASORS HEREBY FOREVER AGREES AND COVENANTS NOT TO ▇▇▇ OR PROSECUTE AGAINST ANY RELEASEE AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) RELEASEE FROM ANY AND ALL LIABILITY CLAIMS (OTHER THAN ANY CLAIMS (IF ANY) THAT RELATE TO, ARISE OUT OF OR RESPONSIBILITY FOR CLAIMSOTHERWISE ARE IN CONNECTION WITH THE SPECIFIED DEFAULTS) THAT SUCH RELEASOR NOW HAS OR HEREAFTER MAY HAVE, LOSSES OF WHATEVER NATURE AND DEMANDSKIND, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY WHETHER KNOWN OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)UNKNOWN, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING AT LAW OR IN EQUITY, AGAINST THE RELEASEES, BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE FORBEARANCE EFFECTIVE DATE, THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) ANY OR ALL OF THE LOAN DOCUMENTS OR TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTIONS OR OMISSIONS IN CONNECTION THEREWITH OR (II) ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE LOAN PARTIES, ON THE ONE HAND, AND ANY OR ALL OF THE LENDER PARTIES, ON THE OTHER HAND, RELATING TO ANY OR ALL OF THE DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS REFERENCED IN CLAUSE (I) HEREOF. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, THE RECEIPT BY ANY LOAN PARTY OF ANY LOANS OR OTHER FINANCIAL ACCOMMODATIONS MADE BY ANY LENDER PARTY AFTER THE DATE HEREOF SHALL CONSTITUTE A RATIFICATION, ADOPTION, AND CONFIRMATION BY SUCH PARTY OF THE FOREGOING GENERAL RELEASE OF ALL CLAIMS AGAINST THE RELEASEES WHICH ARE BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) EXISTING ON OR PRIOR TO THE DATE OF RECEIPT OF ANY LATENT SUCH LOANS OR PATENT DEFECTSOTHER FINANCIAL ACCOMMODATIONS. IN ENTERING INTO THIS AGREEMENT, EACH LOAN PARTY CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY HEREOF. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, ANY HIDDEN OR CONCEALED CONDITIONSLOAN DOCUMENT, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE AND PAYMENT IN FULL OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO OBLIGATIONS UNDER THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementLOAN DOCUMENTS.

Appears in 1 contract

Sources: Forbearance Agreement and First Amendment to Credit Agreement (Hercules Offshore, Inc.)

General Release. TO EFFECTIVE UPON THE FULLEST EXTENT PERMITTED BY LAWBORROWER, PURCHASER HEREBY UNCONDITIONALLY THE U.S. GUARANTORS, AND IRREVOCABLY RELEASES THE EUROPEAN SUBSIDIARIES, FOR AND FOREVER DISCHARGES SELLERON BEHALF OF THEMSELVES AND ALL PERSONS AND/OR ENTITIES CLAIMING BY, SELLER’S OFFICERSTHROUGH AND/OR UNDER ANY OF THEM, MEMBERSINCLUDING, MANAGERSBUT NOT LIMITED TO, TRUSTEESALL OF THEIR RESPECTIVE PAST AND PRESENT PARTNERS, DIRECTORS, PARTNERSSHAREHOLDERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, ADMINISTRATORS, AGENTS, PARENT CORPORATIONS, SUBSIDIARIES, AFFILIATES, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS AND WHERE APPLICABLE THEIR RESPECTIVE HEIRS, EXECUTORS AND TRUSTEES (COLLECTIVELY REFERRED TO HEREIN, JOINTLY AND SEVERALLY, AS THE "RELEASORS") HEREBY JOINTLY AND SEVERALLY UNCONDITIONALLY REMISE, RELEASE, ACQUIT AND FOREVER DISCHARGE THE BANK AND ALL OF ITS PAST AND PRESENT DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES ATTORNEYS, ACCOUNTANTS, ADMINISTRATORS, AGENTS, PARENT CORPORATIONS, SUBSIDIARIES, AFFILIATES, REPRESENTATIVES, PREDECESSORS, SUCCESSORS, ASSIGNS AND AGENTS WHERE APPLICABLE THEIR RESPECTIVE HEIRS, EXECUTORS AND TRUSTEES (EACH A “SELLER PARTY” COLLECTIVELY REFERRED TO HEREIN AS THE "RELEASEES"), OF, FROM AND COLLECTIVELY THE “SELLER PARTIES”) FROM WITH RESPECT TO ANY AND ALL LIABILITY OR RESPONSIBILITY FOR GRIEVANCES, DISPUTES, MANNER OF ACTIONS, CAUSES OF ACTION, SUITS, OBLIGATIONS, LIABILITIES, LOSSES, DEBTS, DAMAGES, DUES, SUMS OF MONEY, ACCOUNTS, RECKONINGS, CONTROVERSIES, AGREEMENTS, CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE COUNTERCLAIMS AND CROSSCLAIMS, INCLUDING, BUT NOT LIMITED TO ALL CLAIMS AND CAUSES OF ACTION ARISING FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OUT OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementLOAN DOCUMENTS AND/OR ALL TRANSACTIONS RELATED THERETO, WHETHER KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, DIRECT, INDIRECT OR CONTINGENT, ARISING IN LAW OR EQUITY, WHICH THE RELEASORS (OR ANY OF THEM) EVER HAD, NOW HAS, OR MAY EVER HAVE AGAINST ANY ONE OR MORE OF THE RELEASEES, FROM THE BEGINNING OF TIME TO THE DATE OF THIS THIRD WAIVER AGREEMENT.

Appears in 1 contract

Sources: Third Waiver and Amendment Agreement (Selas Corp of America)

General Release. TO a. AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ AND THE ADMINISTRATIVE AGENT’S EXECUTION OF THIS AGREEMENT, PURCHASER EACH LOAN PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, 007870-0083-33857036.2 UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLERTHE LENDERS, SELLER’S OFFICERSTHE ADMINISTRATIVE AGENT, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, THE ISSUING BANKS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OTHER CLAIMS OF EVERY KIND OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)NATURE WHATSOEVER, WHETHER NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) ANY LATENT WHETHER LIQUIDATED OR PATENT DEFECTSUNLIQUIDATED, ANY HIDDEN MATURED OR CONCEALED CONDITIONSUNMATURED, FIXED OR ANY SUBSOILCONTINGENT, GROUNDWATER DIRECTLY OR GEOLOGICAL CONDITIONSINDIRECTLY ARISING OUT OF, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY CONNECTED WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY LENDER OR THE PROPERTYADMINISTRATIVE AGENT OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (COLLECTIVELY, THE “CLAIMS”); PROVIDED THAT THE FOREGOING SHALL NOT RELEASE CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26EACH LOAN PARTY FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM EXCEPT THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION HEREUNDER WITH RESPECT TO ANY CLAIM RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. The provisions of this Section 26 shall survive Closing or any termination of this AgreementFURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 4.11. IN ENTERING INTO THIS AGREEMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. b. THE PROVISIONS OF THIS SECTION 4.11 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OR PREPAYMENT OF ANY OF THE LOANS, OR THE TERMINATION OF THE CREDIT AGREEMENT, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. c. EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASE. 007870-0083-33857036.2

Appears in 1 contract

Sources: Credit Agreement (Lilis Energy, Inc.)

General Release. TO THE FULLEST EXTENT PERMITTED BY LAWCOMPANY FOR ITSELF AND ITS LEGAL REPRESENTATIVES, PURCHASER SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASING PARTIES"), HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLERBANK, SELLER’S ITS OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERSAGENTS, EMPLOYEES, REPRESENTATIVES ATTORNEYS, LEGAL REPRESENTATIVES, SUCCESSORS AND AGENTSASSIGNS (COLLECTIVELY, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER "RELEASED PARTIES") FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES DEMANDS, ACTIONS, DAMAGES AND DEMANDSCAUSES OF ACTION WHICH ANY OF THE RELEASING PARTIES HAS ASSERTED OR CLAIMED OR MIGHT NOW OR HEREAFTER ASSERT OR CLAIM AGAINST ALL OF ANY OF THE RELEASED PARTIES, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF, RELATED TO OR IN ANY WAY CONNECTED WITH OR BASED UPON ANY PRIOR RELATED EVENT (AS SUCH TERM IS HEREINAFTER DEFINED). THE TERM "PRIOR RELATED EVENT" SHALL MEAN ANY ACT, OMISSION, CIRCUMSTANCE, AGREEMENT, LOAN EXTENSION OF CREDIT, TRANSACTION, TRANSFER, PAYMENT, EVENT, ACTION OR OCCURRENCE BETWEEN OR INVOLVING THE COMPANY AND ALL OR ANY OF THE RELEASED PARTIES AND WHICH WAS MADE OR EXTENDED OR WHICH OCCURRED AT ANY TIME OR TIMES PRIOR TO THE EXECUTION OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY LIMITING IN ANY RESPECT THE GENERALITY OF THE FOREGOING: (I) ANY ACTION TAKEN ON OR DEATH, PRIOR TO THE EXECUTION OF THIS AGREEMENT TO OBTAIN PAYMENT OF ANY OBLIGATIONS OR TO OTHERWISE ENFORCE OR EXERCISE ANY RIGHT OR PURPORTED RIGHT OF BANK AS A CREDITOR; (II) ANY FAILURE OR REFUSAL TO MAKE ANY LOAN OR ADVANCE; AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION III) ANY INTERRUPTION PAYMENT OR INTERFERENCE WITH OTHER TRANSFER MADE TO BANK BY OR FOR THE ACCOUNT OF THE COMPANY AT ANY BUSINESS TIME PRIOR TO THE EXECUTION OF THIS AGREEMENT. THE COMPANY AGREES AND ACKNOWLEDGES THAT THIS SECTION IS NOT TO BE CONSTRUED AS OR ACTIVITIES BEING CONDUCTED DEEMED AN ACKNOWLEDGMENT OR ADMISSION ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR PART OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, RELEASED PARTIES OF LIABILITY FOR ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementAS PRECEDENT UPON WHICH ANY LIABILITY MAY BE ASSERTED.

Appears in 1 contract

Sources: Credit Facilities Amendment (Patrick Industries Inc)

General Release. TO THE FULLEST EXTENT PERMITTED BY LAWI, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES on behalf of Minor and Minor’s Representatives, hereby IRREVOCABLY, UNCONDITIONALLY, AND FOREVER DISCHARGES SELLERRELEASE, SELLER’S OFFICERSDISCHARGE, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTSABSOLVE, AND EACH COVENANT NOT TO SUE Global(x), NORTH POINT MINISTRIES INC, and churches or other charitable organizations cooperating in the Service Trip, and all of their respective parents, subsidiaries, affiliated entities, successors and assigns (hereinafter, “Released Entities”), and the respective parents, subsidiaries, affiliated entities, successors and assigns (hereinafter, “Released Entities”), and the respective members, directors, officers, trustees, elders, deacons, managers, employees, representatives, agents, and volunteers of the Released Entities (hereinafter, “Released Parties”), from and with respect to any and all INJURIES, LOSSES, DAMAGES, CLAIMS, ACTIONS, RIGHTS, LIABILITIES, CAUSES OF THEIR RESPECTIVE AFFILIATESACTION, OFFICERSDEMANDS, MEMBERSOR OTHERWISE (collectively, MANAGERS“Claims and Liabilities”), TRUSTEESand agree that the Released Parties SHALL NOT BE LIABLE FOR SUCH CLAIMS AND LIABILITIES, DIRECTORSARISING FROM MINOR’S PARTICIPATION IN THE SERVICE TRIP, PARTNERSor my request for Minor to be permitted to participate in the Service Trip, SHAREHOLDERSWHETHER FOR PERSONAL INJURIES, EMPLOYEESPROPERTY DAMAGE, REPRESENTATIVES ILLNESS, DEATH, THE DISCLOSURE OF MEDICAL INFORMATION, OR IN ANY WAY RELATED TO EMERGENCY MEDICAL TREATMENT PROVIDED TO MINOR, OR IN CONNECTION WITH THE MEDIA LICENSE DESCRIBED BELOW, whether foreseen or unforeseen, present or future, known or unknown, even if caused by, or arising in whole or in part from, the NEGLIGENCE, FAULT, BREACH OF CONTRACT, STRICT LIABILITY, OR OTHER ACT, CONDUCT OR STATUS of any of the Released Parties, except only Claims and Liabilities resulting from the gross negligence or willful or wanton misconduct of a Released Party. Furthermore, I, on behalf of Minor and Minor’s Representatives, agree to INDEMNIFY, DEFEND, AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM HOLD HARMLESS the Released Parties from and against ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS AND LIABILITIES released herein. This indemnification INCLUDES ALL COSTS OF DEFENDING SUCH CLAIMS, LOSSES AND DEMANDSINCLUDING ATTORNEYS’ FEES, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATHCOSTS, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)EXPENSES, WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing whether suit is filed or any termination of this Agreementnot.

Appears in 1 contract

Sources: Team Agreement

General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, ADMINISTRATIVE AGENT’S, COLLATERAL AGENT’S AND REQUIRED LENDERS’ EXECUTION AND DELIVERY OF (OR CONSENT TO DELIVERY AND EXECUTION OF) THIS AMENDMENT NO. 1, EACH OF THE RELEASORS HEREBY FOREVER AGREES AND COVENANTS NOT TO ▇▇▇ OR PROSECUTE AGAINST ANY RELEASEE AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) RELEASEE FROM ANY AND ALL LIABILITY CLAIMS (OTHER THAN ANY CLAIMS (IF ANY) THAT RELATE TO, ARISE OUT OF OR RESPONSIBILITY FOR CLAIMSOTHERWISE ARE IN CONNECTION WITH THE SPECIFIED DEFAULTS) THAT SUCH RELEASOR NOW HAS OR HEREAFTER MAY HAVE, LOSSES OF WHATEVER NATURE AND DEMANDSKIND, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY WHETHER KNOWN OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)UNKNOWN, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING AT LAW OR IN EQUITY, AGAINST THE RELEASEES, BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE EFFECTIVE DATE, THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) ANY OR ALL OF THE LOAN DOCUMENTS OR TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTIONS OR OMISSIONS IN CONNECTION THEREWITH OR (II) ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE LOAN PARTIES, ON THE ONE HAND, AND ANY OR ALL OF THE LENDER PARTIES, ON THE OTHER HAND, RELATING TO ANY OR ALL OF THE DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS REFERENCED IN CLAUSE (I) HEREOF. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, THE RECEIPT BY ANY LOAN PARTY OF ANY LOANS OR OTHER FINANCIAL ACCOMMODATIONS MADE BY ANY LENDER PARTY AFTER THE DATE HEREOF SHALL CONSTITUTE A RATIFICATION, ADOPTION, AND CONFIRMATION BY SUCH PARTY OF THE FOREGOING GENERAL RELEASE OF ALL CLAIMS AGAINST THE RELEASEES WHICH ARE BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (EXISTING ON OR PRIOR TO THE DATE OF RECEIPT OF ANY SUCH LOANS OR OTHER FINANCIAL ACCOMMODATIONS. IN ENTERING INTO THIS AMENDMENT NO. 1) , EACH LOAN PARTY CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY LATENT RELIANCE ON ANY REPRESENTATIONS, ACTS OR PATENT DEFECTSOMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY HEREOF. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, ANY HIDDEN OR CONCEALED CONDITIONSLOAN DOCUMENT, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE AND PAYMENT IN FULL OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO OBLIGATIONS UNDER THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementLOAN DOCUMENTS.

Appears in 1 contract

Sources: Forbearance Agreement and Credit Agreement (Hercules Offshore, Inc.)

General Release. TO IN CONSIDERATION OF THE FULLEST EXTENT PERMITTED BY LAWPAYMENT DESCRIBED IN PARAGRAPH 2 ABOVE, PURCHASER YOU AND YOUR FAMILY MEMBERS, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY THE "RELEASING PARTIES") HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES RELEASE, ACQUIT, AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM DISCHARGE ANY AND ALL LIABILITY CLAIMS AND DEMANDS OF WHATEVER KIND OR RESPONSIBILITY CHARACTER, WHETHER VICARIOUS, DERIVATIVE, OR DIRECT, THAT YOU OR THEY, INDIVIDUALLY, COLLECTIVELY, OR OTHERWISE, MAY HAVE OR ASSERT AGAINST: (i) THE COMPANY; AND (ii) ANY OFFICER, DIRECTOR, SHAREHOLDER, FIDUCIARY, AGENT, EMPLOYEE, REPRESENTATIVE, INSURER, ATTORNEY, OR ANY SUCCESSORS AND ASSIGNS OF THE ENTITIES OR PERSONS JUST NAMED (COLLECTIVELY THE "RELEASED PARTIES"); PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED OR CONSTRUED TO BE A RELEASE OF ANY CLAIM FOR CLAIMSPERFORMANCE OF ANY UNFULFILLED, LOSSES FUTURE OBLIGATION OF THE COMPANY CONTAINED EITHER IN THIS CONSULTING AGREEMENT AND DEMANDSRELEASE OR IN THE 1997 LETTER AGREEMENT, INCLUDING WITHOUT LIMITATION THOSE ARISING OR A RELEASE OF ANY RIGHT TO INDEMNIFICATION FROM OR BY THE COMPANY PURSUANT TO THE PROVISIONS OF THE COMPANY'S ARTICLES OF INCORPORATION OR ITS BYLAWS, OR CONTAINED IN ANY AGREEMENT BETWEEN THE COMPANY AND YOU WITH RESPECT TO ANY CLAIM AGAINST YOU BY ANY THIRD PARTY. THIS GENERAL RELEASE INCLUDES BUT IS NOT LIMITED TO ANY CLAIM OR DEMAND BASED ON ANY FEDERAL, STATE, OR LOCAL STATUTORY OR COMMON LAW OR CONSTITUTIONAL PROVISION THAT APPLIES OR IS ASSERTED TO APPLY, DIRECTLY OR INDIRECTLY, TO THE FORMATION, CONTINUATION, OR TERMINATION OF YOUR EMPLOYMENT RELATIONSHIP WITH THE COMPANY, EXCEPT WITH RESPECT TO VESTED RIGHTS THAT YOU MAY HAVE UNDER ANY EMPLOYEE BENEFIT OR INCENTIVE PLAN OF THE COMPANY IN WHICH YOU WERE A PARTICIPANT. THUS, YOU AND THE OTHER RELEASING PARTIES AGREE NOT TO MAKE ANY CLAIMS OR DEMANDS AGAINST THE COMPANY OR ANY OF THE OTHER RELEASED PARTIES SUCH AS FOR WRONGFUL DISCHARGE OR UNLAWFUL EMPLOYMENT DISCRIMINATION ON THE BASIS OF AGE (UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 OR ANY SIMILAR STATE LAW) OR ANY OTHER FORM OF UNLAWFUL EMPLOYMENT DISCRIMINATION, OR FOR ANY PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION DAMAGE ALLEGEDLY ARISING FROM SUCH ALLEGED WRONGFUL OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)UNLAWFUL ACTIONS, WHETHER NOW KNOWN BASED ON RIGHTS CLAIMED UNDER STATUTE, IN CONTRACT, OR NOT, AT COMMON LAW. RELATIONSHIP WITH THE COMPANY (EXCEPT AS TO WHICH THERE IS EXISTING VESTED ENTITLEMENT). THIS GENERAL RELEASE DOES NOT APPLY TO ANY RIGHTS OR CLAIMS THAT MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) AFTER THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementDATE THIS AGREEMENT IS EXECUTED.

Appears in 1 contract

Sources: Consulting Services Agreement (Intervoice Inc)

General Release. TO THE FULLEST EXTENT PERMITTED BY LAWBORROWER, PURCHASER HEREBY UNCONDITIONALLY FOR AND IRREVOCABLY RELEASES ON BEHALF OF ITSELF AND FOREVER DISCHARGES SELLERALL PERSONS AND/OR ENTITIES CLAIMING BY, SELLER’S OFFICERSTHROUGH AND/OR UNDER BORROWER INCLUDING, MEMBERSBUT NOT LIMITED TO, MANAGERS, TRUSTEES, ALL OF ITS PAST AND PRESENT DIRECTORS, PARTNERS, SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND ATTORNEYS, ACCOUNTANTS, ADMINISTRATORS, AGENTS, SUBSIDIARIES, AFFILIATES, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND EACH ASSIGNS (COLLECTIVELY REFERRED TO HEREIN, JOINTLY AND SEVERALLY, AS THE “RELEASORS”) HEREBY UNCONDITIONALLY REMISE, RELEASE, ACQUIT AND FOREVER DISCHARGE ADMINISTRATIVE AGENT AND LENDERS AND ALL OF THEIR RESPECTIVE AFFILIATESPAST AND PRESENT DIRECTORS, SHAREHOLDERS, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS ATTORNEYS, ACCOUNTANTS, ADMINISTRATORS, AGENTS, PARENT CORPORATIONS, SUBSIDIARIES, AFFILIATES, REPRESENTATIVES, PREDECESSORS, SUCCESSORS, ASSIGNS (EACH A “SELLER PARTY” AND COLLECTIVELY REFERRED TO HEREIN AS THE “SELLER PARTIESRELEASEES) ), OF, FROM AND WITH RESPECT TO ANY AND ALL LIABILITY OR RESPONSIBILITY FOR GRIEVANCES, DISPUTES, MANNER OF ACTIONS, CAUSES OF ACTION, SUITS, OBLIGATIONS, LIABILITIES, LOSSES, DEBTS, DAMAGES, DUES, SUMS OF MONEY, ACCOUNTS, RECKONINGS, CONTROVERSIES, AGREEMENTS, CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE COUNTERCLAIMS AND CROSSCLAIMS, INCLUDING, BUT NOT LIMITED TO ALL CLAIMS AND CAUSES OF ACTION ARISING FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OUT OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementLOAN DOCUMENTS AND/OR ALL TRANSACTIONS RELATED THERETO, WHETHER KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, DIRECT, INDIRECT OR CONTINGENT, ARISING IN LAW OR EQUITY, WHICH THE RELEASORS (OR ANY OF THEM) EVER HAD, NOW HAVE, OR MAY EVER HAVE AGAINST ANY ONE OR MORE OF THE RELEASEES, FROM THE BEGINNING OF TIME THROUGH THE DATE THIS AMENDMENT IS EXECUTED AND DELIVERED.

Appears in 1 contract

Sources: Credit Agreement (America First Multifamily Investors, L.P.)

General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, THE COLLATERAL AGENT’S AND L▇▇▇▇▇▇’ EXECUTION AND DELIVERY OF (OR CONSENT TO DELIVERY AND EXECUTION OF) THIS FIFTEENTH AMENDMENT, EACH OF THE RELEASORS HEREBY FOREVER AGREES AND COVENANTS NOT TO SUE OR PROSECUTE AGAINST ANY RELEASEE AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) RELEASEE FROM ANY AND ALL LIABILITY CLAIMS THAT SUCH RELEASOR NOW HAS OR RESPONSIBILITY FOR CLAIMSHEREAFTER MAY HAVE, LOSSES OF WHATEVER NATURE AND DEMANDSKIND, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY WHETHER KNOWN OR DEATH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)UNKNOWN, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING AT LAW OR IN EQUITY, AGAINST THE RELEASEES, BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE FIFTEENTH AMENDMENT EFFECTIVE DATE, THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) ANY OR ALL OF THE LOAN DOCUMENTS OR TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTIONS OR OMISSIONS IN CONNECTION THEREWITH OR (II) ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE CREDIT PARTIES, ON THE ONE HAND, AND ANY OR ALL OF THE LENDER PARTIES, ON THE OTHER HAND, RELATING TO ANY OR ALL OF THE DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS REFERENCED IN CLAUSE (I) ABOVE. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, THE RECEIPT BY ANY CREDIT PARTY OF ANY TERM LOANS OR OTHER FINANCIAL ACCOMMODATIONS MADE BY ANY LENDER PARTY AFTER THE FIFTEENTH AMENDMENT EFFECTIVE DATE SHALL CONSTITUTE A RATIFICATION, ADOPTION, AND CONFIRMATION BY SUCH PARTY OF THE FOREGOING GENERAL RELEASE OF ALL CLAIMS AGAINST THE RELEASEES WHICH ARE BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) EXISTING ON OR PRIOR TO THE DATE OF RECEIPT OF ANY LATENT SUCH TERM LOANS OR PATENT DEFECTSOTHER FINANCIAL ACCOMMODATIONS. IN ENTERING INTO THIS FIFTEENTH AMENDMENT, EACH CREDIT PARTY CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY HEREOF. THE PROVISIONS OF THIS SECTION 12 SHALL SURVIVE THE TERMINATION OF THIS FIFTEENTH AMENDMENT, ANY HIDDEN OR CONCEALED CONDITIONSOTHER LOAN DOCUMENT, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE AND PAYMENT IN FULL OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO OBLIGATIONS UNDER THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementLOAN DOCUMENTS.

Appears in 1 contract

Sources: Fifteenth Amendment (LumiraDx LTD)

General Release. TO (a) AS PART OF THE FULLEST EXTENT PERMITTED BY LAWCONSIDERATION FOR THE LENDERS’ AND THE ADMINISTRATIVE AGENT’S EXECUTION OF THIS AGREEMENT, PURCHASER EACH LOAN PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY UNCONDITIONALLY FOREVER, FULLY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES RELEASES, WAIVES, AND FOREVER DISCHARGES SELLERTHE LENDERS, SELLER’S OFFICERSTHE ADMINISTRATIVE AGENT, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, THE ISSUING BANKS AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EQUITYHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AGENTS, AND AGENTS ATTORNEYS AND OTHER PROFESSIONALS (EACH A “SELLER PARTY” AND COLLECTIVELY COLLECTIVELY, THE “SELLER PARTIESRELEASEES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND LIABILITIES, OBLIGATIONS, DEBTS, DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY CAUSES OF ACTION (WHETHER AT LAW OR DEATHIN EQUITY OR OTHERWISE), DAMAGES, COSTS, ATTORNEYS’ FEES, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, DEFENSES, COUNTERCLAIMS, SETOFFS, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OTHER CLAIMS OF EVERY KIND OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY)NATURE WHATSOEVER, WHETHER NOW KNOWN OR NOTUNKNOWN, WHICH MAY ARISE FROM (1) ANY LATENT WHETHER LIQUIDATED OR PATENT DEFECTSUNLIQUIDATED, ANY HIDDEN MATURED OR CONCEALED CONDITIONSUNMATURED, FIXED OR ANY SUBSOILCONTINGENT, GROUNDWATER DIRECTLY OR GEOLOGICAL CONDITIONSINDIRECTLY ARISING OUT OF, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY CONNECTED 007870-0083-33440356 WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING RESULTING FROM OR RELATED TO ANY ACT OR OMISSION UNDER ANY LOAN DOCUMENT BY ANY LENDER OR THE PROPERTYADMINISTRATIVE AGENT OR ANY OTHER RELEASEE PRIOR TO THE DATE HEREOF (COLLECTIVELY, THE “CLAIMS”); PROVIDED THAT THE FOREGOING SHALL NOT RELEASE CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26EACH LOAN PARTY FURTHER AGREES THAT IT SHALL NOT COMMENCE, INSTITUTE, OR PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY CLAIM EXCEPT THAT NO LOAN PARTY SHALL HAVE ANY OBLIGATION HEREUNDER WITH RESPECT TO ANY CLAIM RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY RELEASEE AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. The provisions of this Section 26 shall survive Closing or any termination of this AgreementFURTHERMORE, EACH OF THE RELEASING PARTIES HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT ▇▇▇ (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE BASIS OF ANY CLAIM RELEASED AND/OR DISCHARGED BY THE RELEASING PARTIES PURSUANT TO THIS SECTION 5.11. IN ENTERING INTO THIS AGREEMENT, EACH OF THE RELEASING PARTIES HAS CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY THEREOF. (b) THE PROVISIONS OF THIS SECTION 5.11 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OR PREPAYMENT OF ANY OF THE LOANS, OR THE TERMINATION OF THE CREDIT AGREEMENT, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. (c) EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASE. 007870-0083-33440356

Appears in 1 contract

Sources: Credit Agreement (Lilis Energy, Inc.)

General Release. EACH OF THE PARENT BORROWER AND THE OTHER LOAN PARTIES (ON BEHALF OF THEMSELVES AND THEIR RELATED PARTIES) HEREBY FOREVER WAIVES, RELEASES, ACQUITS AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY UNCONDITIONALLY ANY AND IRREVOCABLY RELEASES ALL CLAIMS (INCLUDING, WITHOUT LIMITATION, CROSSCLAIMS, COUNTERCLAIMS, RIGHTS OF SET-OFF AND FOREVER DISCHARGES SELLERRECOUPMENT), SELLER’S OFFICERSSUITS, MEMBERSDEMANDS, MANAGERSDEBTS, TRUSTEESACCOUNTS, DIRECTORSCONTRACTS, PARTNERSLIABILITIES, SHAREHOLDERSOBLIGATIONS, EMPLOYEESJUDGMENTS, REPRESENTATIVES DAMAGES, ACTIONS AND AGENTSCAUSES OF ACTIONS, WHETHER IN LAW OR IN EQUITY, OF WHATSOEVER NATURE AND KIND, WHETHER KNOWN OR UNKNOWN, WHETHER NOW OR HEREAFTER EXISTING, THAT THE PARENT BORROWER OR ANY OTHER LOAN PARTY (AND EACH OF THEIR RESPECTIVE RELATED PARTIES) AT ANY TIME HAD OR 3 HAS, OR THAT ITS SUCCESSORS, ASSIGNS, AFFILIATES, OFFICERSSHAREHOLDERS AND “CONTROLLING PERSONS” (WITHIN THE MEANING OF FEDERAL SECURITIES LAWS) HEREAFTER CAN OR MAY HAVE AGAINST THE ADMINISTRATIVE AGENT, MEMBERSTHE L/C ISSUER, MANAGERSANY ARRANGER, TRUSTEESANY LENDER OR ANY OF THEIR RELATED PARTIES THROUGH THE DATE HEREOF AND THROUGH THE EFFECTIVE DATE, DIRECTORSIN EACH CASE IN CONNECTION WITH THE CREDIT AGREEMENT, PARTNERSTHE OTHER LOAN DOCUMENTS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY THE “SELLER PARTIES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM PERSONAL INJURY OR DEATHOTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH, AND ALL CONSEQUENCES THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE PROPERTY AND ANY LOSS OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT, WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY, MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE, FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY. Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in Seller's acceptance of the Purchase Price and that Seller would be unwilling to sell the Property unless Seller and the other Seller Parties are expressly released in accordance with the foregoing provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any termination of this AgreementTRANSACTIONS CONTEMPLATED THEREBY.

Appears in 1 contract

Sources: Credit Agreement