Release of Lender. As additional consideration for the agreements of Lender herein set forth, Borrower, on behalf of itself and its heirs, successors, assigns, administrators, personal representatives, executors, general and limited partners, agents, attorneys, contractors, affiliates and employees, and the officers, directors and shareholders of its respective partners, and the guarantors (collectively, the “Releasing Parties”) hereby release, remise and discharge Lender, and each of Lender’s subsidiaries, divisions, affiliate corporations, trustees, beneficiaries, officers, directors, agents, employees, servants, successors, attorneys and assigns (collectively, the “Released Parties”) from and against any and all claims, demands, debts, liabilities, contracts, obligations, accounts, causes of action or claims for relief of whatever kind or nature, whether known or unknown, suspected or unsuspected by Releasing Parties, past, present or future, which arise from or by reason of, or are in any way connected with any agreements, transactions, occurrences, conduct, acts or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference to the existing Loan Documents or any other matter pertaining to the collection or enforcement by Lender of the Loan or recourse to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between Releasing Parties and Released Parties in any way arising out of or related to the Loan, the Loan Documents, the Project, the Property or the indebtedness or any amendments, modifications, representations or warranties in relation thereto, or (e) the disbursement, administration and modification of the Loan and the Loan Documents. Releasing Parties further agree to refrain and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceedings against Released Parties, or any of them which is in any way connected with, based upon, related to or arising out of, directly or indirectly, the matters released herein. Releasing Parties acknowledge and agree that the Loan Documents continue and remain in full force and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 of the California Civil Code, which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:
Appears in 3 contracts
Sources: Loan Agreement, Loan Agreement (LYON EAST GARRISON Co I, LLC), Loan Agreement (William Lyon Homes)
Release of Lender. As additional consideration Seller and Seller Principal, for themselves and for their agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively, the agreements of Lender herein set forth“Seller Releasing Parties”) jointly and severally release and forever discharge Lender, BorrowerPNC Bank, on behalf of itself National Association, Midland, and its heirs, their respective successors, assigns, administratorspartners, personal representativesdirectors, executorsofficers, general and limited partnersemployees, agents, attorneys, contractorsadministrators, affiliates trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which any of the Seller Releasing Parties may now or hereafter hold or claim to hold under common law or statutory right, arising in any manner out of any matters occurring on or before the date hereof in connection with the Property, the Loan, any of the Loan Documents or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby. Without limiting the generality of the foregoing, this release shall include the following matters: (a) all aspects of this Agreement and the Loan Documents, any negotiations, demands or requests with respect thereto, and (b) Lender’s exercise or attempts to exercise any of its rights under this Agreement, any of the Loan Documents, at law or in equity. The Seller Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Seller Releasing Parties, or anyone claiming by, through or under any of the Seller Releasing Parties. The Seller Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, and the representatives, officers, directors and shareholders of its respective directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys. Notwithstanding anything to the guarantors contrary in this Section 16, the Seller Releasing Parties are not waiving their respective rights in connection with any claims or causes of action which Seller Releasing Parties may have in connection with Lender’s failure to comply with this Agreement. Buyer and Buyer Principal, for themselves and for their agents, employees, representatives, officers, directors, general partners, limited partners, managers, members, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively, the “Buyer Releasing Parties”) hereby release, remise jointly and severally release and forever discharge Lender, PNC Bank, National Association, Midland, and each of Lender’s subsidiariestheir respective successors, divisionsassigns, affiliate corporationspartners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which arise out of any matters occurring prior to the Closing in connection with the transactions contemplated hereby. The Buyer Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Buyer Releasing Parties, or anyone claiming by, through or under any of the Buyer Releasing Parties. The Buyer Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, representatives, officers, directors, agentsgeneral partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants, successors, attorneys servants and assigns (collectively, the “Released Parties”) from and against any and all claims, demands, debts, liabilities, contracts, obligations, accounts, causes of action or claims for relief of whatever kind or nature, whether known or unknown, suspected or unsuspected by Releasing Parties, past, present or future, which arise from or by reason of, or are in any way connected with any agreements, transactions, occurrences, conduct, acts or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference to the existing Loan Documents or any other matter pertaining to the collection or enforcement by Lender of the Loan or recourse to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between Releasing Parties and Released Parties in any way arising out of or related to the Loan, the Loan Documents, the Project, the Property or the indebtedness or any amendments, modifications, representations or warranties in relation thereto, or (e) the disbursement, administration and modification of the Loan and the Loan Documents. Releasing Parties further agree to refrain and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceedings against Released Parties, or any of them which is in any way connected with, based upon, related to or arising out of, directly or indirectly, the matters released herein. Releasing Parties acknowledge and agree that the Loan Documents continue and remain in full force and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 of the California Civil Code, which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:attorneys.
Appears in 3 contracts
Sources: Consent and Assumption Agreement, Consent and Assumption Agreement With Release (Inland Real Estate Income Trust, Inc.), Consent and Assumption Agreement (Inland Real Estate Income Trust, Inc.)
Release of Lender. As additional consideration for the agreements of Lender herein set forth, The Borrower, for itself and on behalf of itself its predecessors and successors and its heirspast and present divisions and Subsidiaries, successorshereby absolutely and irrevocably forever releases and discharges the Lender and its predecessors and successors and its past and present divisions and Subsidiaries and its and their shareholders, assignsdirectors, administratorsofficers, personal representatives, executors, general and limited partnersemployees, agents, representatives, consultants, attorneys, contractors, affiliates and employeesAffiliates, and the officersassigns, directors and shareholders of its respective partners, and the guarantors (collectively, the “Releasing Parties”) hereby release, remise and discharge Lender, and each of Lender’s subsidiaries, divisions, affiliate corporations, trustees, beneficiaries, officers, directors, agents, employees, servants, successors, attorneys and assigns (collectively, the “Released Parties”) from and against any and all obligations, liabilities, losses, claims, counterclaims, demands, expenses, attorney’s fees, rights, actions, causes of action, debts, liabilitiesdues, sums of money, accounts, bonds, bills, covenants, contracts, obligationscontroversies, accountsagreements, causes promises, judgments, executions, or suits of action or claims for relief of whatever any kind or nature, whether accrued or unaccrued, asserted or unasserted, known or unknown, suspected or unsuspected by Releasing Partiesunsuspected, pastabsolute or contingent, present in law, equity, bankruptcy or futureotherwise (including, which arise from without limitation, any and all claims for avoidable preferences, fraudulent conveyances or by reason oftransfers and/or recoverable setoffs under the law of any jurisdiction regarding insolvency or debtor/creditor rights or otherwise) under or arising out of the Procurement Agreement, Finance Agreement, and all agreements, instruments and indentures relating to the Procurement Agreement or the Finance Agreement, or are in arising out of any way connected with any agreements, transactions, occurrences, conduct, acts circumstances occurring on or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) before the Loan, (b) the Loan Documents and the obligations evidenced therebyClosing Date, including, without implied limitation, the terms thereofArbitration, (c) the New York Litigation, the Mexican Commercial Litigation, the Mexican Criminal Litigation and the Mexican Insolvency Litigation, but excluding any notices of default obligations under or sale in reference to the existing Loan Documents or any other matter pertaining to the collection or enforcement by Lender of the Loan or recourse to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between Releasing Parties and Released Parties in any way arising out of or related to the Loan, the Loan Documents, the Project, the Property or the indebtedness this Agreement or any amendments, modifications, representations document or warranties in relation thereto, or (e) the disbursement, administration and modification of the Loan and the Loan Documents. Releasing Parties further agree to refrain and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceedings against Released Parties, or any of them which is in any way connected with, based upon, related to or arising out of, directly or indirectly, the matters released herein. Releasing Parties acknowledge and agree that the Loan Documents continue and remain in full force and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 of the California Civil Code, which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:instrument delivered pursuant hereto.
Appears in 2 contracts
Sources: Restructuring Agreement (Azteca Holdings Sa De Cv), Restructuring Agreement (Tv Azteca Sa De Cv)
Release of Lender. As additional consideration Seller, for the agreements of Lender herein set forth, Borrower, on behalf of itself and for its heirs, successors, assigns, administrators, personal representatives, executors, general and limited partners, agents, attorneys, contractors, affiliates and employees, and the officers, directors and shareholders of its respective partners, and the guarantors (collectively, the “Releasing Parties”) hereby release, remise and discharge Lender, and each of Lender’s subsidiaries, divisions, affiliate corporations, trustees, beneficiariesrepresentatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys, and Principal, for itself and for its agents, employees, servantsrepresentatives, successorsofficers, attorneys directors, general partners, limited partners, members, managers, shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys, heirs, successors and assigns (collectively, the “Released Seller Releasing Parties”) jointly and severally release and forever discharge Lender, Original Lender, Interim Lender, Servicer and each other servicer under the Pooling and Servicing Agreement, and W▇▇▇▇ Fargo Bank, N.A., and their respective predecessors, successors, assigns, managers, partners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from and against any and all claims, demands, debts, liabilities, contracts, obligations, accountscosts, causes of action expenses, claims and damages, at law or claims for relief of whatever kind or naturein equity, whether known or unknown, suspected which any of the Seller Releasing Parties may now or unsuspected by Releasing Partieshereafter hold or claim to hold under common law or statutory right, past, present or future, which arise from or by reason of, or are arising in any way connected with any agreementsmanner out of the Property, transactions, occurrences, conduct, acts or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) any of the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference to the existing Loan Documents or any other matter pertaining to the collection or enforcement by Lender of the Loan documents, instruments or recourse to collateral any other transactions relating thereto or security thereof by Lenderthe transactions contemplated thereby. Without limiting the generality of the foregoing, this release shall include the following matters: (da) any alleged oral or written agreements or understandings by all aspects of this Agreement and between Releasing Parties and Released Parties in any way arising out of or related to the Loan, the Loan Documents, the Projectany negotiations, the Property demands or the indebtedness or any amendments, modifications, representations or warranties in relation requests with respect thereto, and (b) Lender’s exercise or (e) the disbursementattempts to exercise any of its rights under this Agreement, administration and modification any of the Loan and the Loan Documents, at law or in equity. The Seller Releasing Parties further agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to refrain and forbear from commencing, instituting any or participating in, either as a named all suit or unnamed party, suits pending or which may thereafter be filed or prosecuted by any lawsuit, action or other proceedings against Released of the Seller Releasing Parties, or anyone claiming by, through or under any of the Seller Releasing Parties. The Seller Releasing Parties agree that this release is binding upon each of them which is in any way connected withand their respective agents, based uponemployees, related to or arising out ofrepresentatives, directly or indirectlyofficers, directors, general partners, limited partners, members, managers, shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants, attorneys, heirs, successors and assigns. Buyer, for itself and for its agents, employees, representatives, officers, directors, general partners, limited partners, members, managers, shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys, and Principal, for itself and for its agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants, attorneys, heirs, successors and assigns (collectively, the “Buyer Releasing Parties”) jointly and severally release and forever discharge Lender, Original Lender, Interim Lender, Servicer and each other servicer under the Pooling and Servicing Agreement and W▇▇▇▇ Fargo Bank, N.A., and their respective predecessors, successors, assigns, managers, partners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which arise out of any matters released hereinoccurring prior to the Closing in connection with the transactions contemplated hereby. The Buyer Releasing Parties acknowledge and agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Loan Documents continue and remain in full force and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Buyer Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish or anyone claiming by, through or under any and all rights, if any, conferred upon them by the provisions of Section 1542 of the California Civil CodeBuyer Releasing Parties. The Buyer Releasing Parties agree that this release is binding upon each of them and their respective agents, which reads: A employees, representatives, officers, directors, general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the releasepartners, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:limited partners, members, managers, shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants, attorneys, heirs, successors and assigns.
Appears in 2 contracts
Sources: Modification, Consent and Assumption Agreement With Release (Medalist Diversified REIT, Inc.), Modification, Consent and Assumption Agreement With Release (Medalist Diversified REIT, Inc.)
Release of Lender. As additional consideration Subject to the last sentence of this paragraph, Seller, for the agreements of Lender herein set forth, Borrower, on behalf of itself and for its heirsagents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively, the “Seller Releasing Parties”) jointly and severally release and forever discharge Lender and Midland Loan Services, Inc., and their respective successors, assigns, administratorspartners, personal representativesdirectors, executorsofficers, general and limited partnersemployees, agents, attorneys, contractorsadministrators, affiliates trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which any of the Seller Releasing Parties may now or hereafter hold or claim to hold under common law or statutory right, arising in any manner out of the Property, the Loan, this Agreement, any of the Original Loan Documents or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby. Without limiting the generality of the foregoing, this release shall include the following matters: (a) all aspects of this Agreement and the Original Loan Documents, any negotiations, demands or requests with respect thereto, and (b) Lender’s exercise or attempts to exercise any of its rights under this Agreement, any of the Original Loan Documents, at law or in equity. The Seller Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Seller Releasing Parties, or anyone claiming by, through or under any of the Seller Releasing Parties. The Seller Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, and the representatives, officers, directors and shareholders of its respective directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys. The foregoing to the guarantors contrary notwithstanding, nothing in this Agreement shall be deemed to release the Lender from its obligations to reimburse Seller for certain attorneys’ fees and costs as provided in Paragraph 4a of a certain Forbearance Agreement between Seller and Lender dated November 12, 2009, as the same has been increased as described in Paragraph 3 above. Buyer and Buyer Principal, for themselves and for their agents, employees, representatives, officers, directors, general partners, limited partners, managers, members, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively, the “Buyer Releasing Parties”) hereby releasejointly and severally release and forever discharge Lender and Midland Loan Services, remise and discharge LenderInc., and each of Lender’s subsidiariestheir respective successors, divisionsassigns, affiliate corporationspartners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives (excluding the Receiver Parties) from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which arise out of any matters occurring prior to the Closing in connection with the transactions contemplated hereby. The Buyer Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Buyer Releasing Parties, or anyone claiming by, through or under any of the Buyer Releasing Parties. The Buyer Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, representatives, officers, directors, agentsgeneral partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants, successors, attorneys servants and assigns (collectivelyattorneys. Notwithstanding the foregoing release, the “Released Parties”) Buyer Releasing Parties shall not be barred from and asserting any defenses or affirmative defenses in the event any of the parties released hereby initiate any proceedings against any and all claims, demands, debts, liabilities, contracts, obligations, accounts, causes of action or claims for relief of whatever kind or nature, whether known or unknown, suspected or unsuspected by the Buyer Releasing Parties, past, present or future, which arise from or by reason of, or are in any way connected with any agreements, transactions, occurrences, conduct, acts or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference to the existing Loan Documents or any other matter pertaining to the collection or enforcement by Lender of the Loan or recourse to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between Releasing Parties and Released Parties in any way arising out of or related to the Loan, the Loan Documents, the Project, the Property or the indebtedness or any amendments, modifications, representations or warranties in relation thereto, or (e) the disbursement, administration and modification of the Loan and the Loan Documents. Releasing Parties further agree to refrain and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceedings against Released Parties, or any of them which is in any way connected with, based upon, related to or arising out of, directly or indirectly, the matters released herein. Releasing Parties acknowledge and agree that the Loan Documents continue and remain in full force and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 of the California Civil Code, which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:.
Appears in 1 contract
Sources: Consent, Assumption, and Modification Agreement (Behringer Harvard Opportunity REIT II, Inc.)
Release of Lender. As additional consideration Subject to and in reliance on the Lender's representations contained in Paragraph 6, Assignor and Assignor Principal, for themselves and their agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively, the agreements of "Assignor Releasing Parties"), jointly and severally release and forever discharge Lender herein set forthand Midland Loan Services, BorrowerInc., on behalf of itself and its heirs, their respective successors, assigns, administratorspartners, personal representativesdirectors, executorsofficers, general and limited partnersemployees, agents, attorneys, contractors, affiliates and employees, and the officers, directors and shareholders of its respective partners, and the guarantors (collectively, the “Releasing Parties”) hereby release, remise and discharge Lender, and each of Lender’s subsidiaries, divisions, affiliate corporationsadministrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which any of the Assignor Releasing Parties may now or hereafter hold or claim to hold under common law or statutory right, arising in any manner out of the Property, the Loan, any of the Loan Documents or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby. Without limiting the generality of the foregoing, this release shall include the following matters:
(a) all aspects of this Agreement and the Loan Documents, any negotiations, demands or requests with respect thereto, and (b) Lender's exercise or attempts to exercise any of its rights under this Agreement, any of the Loan Documents, at law or in equity. Subject to the qualifications set forth in this Paragraph 10, the Assignor Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Assignor Releasing Parties, or anyone claiming by, through or under any of the Assignor Releasing Parties. The Assignor Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys. Subject to and in reliance on the Lender's representations contained in Paragraph 6, Assignee and Assignee Principal, for themselves and their agents, employees, servantsrepresentatives, successorsofficers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys and assigns (collectively, the “Released "Assignee Releasing Parties”) "), jointly and severally release and forever discharge Lender and Midland Loan Services, Inc., and their respective successors, assigns, partners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from and against any and all claims, demands, debts, liabilities, contracts, obligations, accountscosts, causes of action expenses, claims and damages, at law or claims for relief of whatever kind or naturein equity, whether known or unknown, suspected which arise out of any matters occuring prior to the Closing in connection with the transactions contemplated hereby. The Assignee Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or unsuspected all suit or suits pending or which may thereafter be filed or prosecuted by any of the Assignee Releasing Parties, pastor anyone claiming by, present through or future, which arise from or by reason of, or are in under any way connected with any agreements, transactions, occurrences, conduct, acts or omissions of Released the Assignee Releasing Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference . Subject to the existing Loan Documents or any other matter pertaining to the collection or enforcement by Lender of the Loan or recourse to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between Releasing Parties and Released Parties in any way arising out of or related to the Loan, the Loan Documents, the Project, the Property or the indebtedness or any amendments, modifications, representations or warranties in relation thereto, or (e) the disbursement, administration and modification of the Loan and the Loan Documents. Releasing Parties further agree to refrain and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceedings against Released Parties, or any of them which is in any way connected with, based upon, related to or arising out of, directly or indirectly, the matters released herein. Releasing Parties acknowledge and agree that the Loan Documents continue and remain in full force and effect without waiver, modification or amendment other than as expressly qualifications set forth in this AgreementParagraph 10 the Assignee Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys. Irrespective The releases of whether Lender contain in this Loan Agreement is governed Paragraph shall not apply to fraud, bad faith, willful misconduct or intentional misrepresentation by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 or of the California Civil Code, which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:Lender.
Appears in 1 contract
Sources: Assumption Agreement (Ramco Gershenson Properties Trust)
Release of Lender. As additional consideration for the agreements of Lender herein set forth, Borrower, on behalf of for itself and for its heirsagents, employees, ----------------- representatives, officers, directors, general partners, limited partners, members, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, servants and attorneys, and Existing GP, for itself and for its agents, employees, representatives, officers, directors, members, partners, limited partners, members, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, servants and attorneys (collectively, the "Borrower Releasing Parties") jointly and severally release and forever discharge Lender and iStar Asset Services, Inc., and their respective successors, assigns, administratorspartners, personal representativesdirectors, executorsofficers, general and limited partnersemployees, agents, attorneys, contractorsadministrators, affiliates trustees, subsidiaries, affiliates, beneficiaries, shareholders and employees, and the officers, directors and shareholders of its respective partners, and the guarantors representatives (collectively, the “Releasing Parties”) hereby release, remise and discharge Lender, and each of Lender’s subsidiaries, divisions, affiliate corporations, trustees, beneficiaries, officers, directors, agents, employees, servants, successors, attorneys and assigns (collectively, the “"Released Parties”") from and against any and all claims, demands, debts, liabilities, contracts, obligations, accountscosts, causes of action expenses, claims and damages, at law or claims for relief of whatever kind or naturein equity, whether known or unknown, suspected of any kind or unsuspected by Releasing Parties, past, present or future, which arise from or by reason of, or are in any way connected nature whatsoever with any agreements, transactions, occurrences, conduct, acts or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference to the existing Loan Documents or any other matter pertaining to the collection or enforcement by Lender of the Loan or recourse to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between Releasing Parties and Released Parties in any way arising out of or related to the Loan, the Loan Documents, the Projectadministration or funding of the Loan, the Property transactions contemplated hereby or the indebtedness with respect to any acts or omissions of any amendments, modifications, representations or warranties in relation thereto, or (e) the disbursement, administration and modification of the Loan and the Loan DocumentsReleased Parties. The Borrower Releasing Parties further agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to refrain and forbear from commencing, instituting any or participating in, either as a named all suit or unnamed party, suits pending or which may thereafter be filed or prosecuted by any lawsuit, action or other proceedings against Released of the Borrower Releasing Parties, or anyone claiming by, through or under any of them which is in any way connected with, based upon, related to or arising out of, directly or indirectly, the matters released hereinBorrower Releasing Parties. The Borrower Releasing Parties acknowledge and agree that the Loan Documents continue this release is binding upon Borrower and remain in full force Existing GP and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 intended to be binding on each of the California Civil CodeBorrower Releasing Parties and their respective agents, which reads: A employees, representatives, officers, directors, general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the releasepartners, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:limited partners, members, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys.
Appears in 1 contract
Release of Lender. As additional consideration Seller, for the agreements of Lender herein set forth, Borrower, on behalf of itself and for its heirsagents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively, the "Seller Releasing Parties") jointly and severally release and forever discharge Lender and Midland Loan Services, Inc., and their respective successors, assigns, administratorspartners, personal representativesdirectors, executorsofficers, general and limited partnersemployees, agents, attorneys, contractors, affiliates and employees, and the officers, directors and shareholders of its respective partners, and the guarantors (collectively, the “Releasing Parties”) hereby release, remise and discharge Lender, and each of Lender’s subsidiaries, divisions, affiliate corporationsadministrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which any of the Seller Releasing Parties may now or hereafter hold or claim to hold under common law or statutory right, arising in any manner out of the Property, the Loan, any of the Loan Documents or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby. Without limiting the generality of the foregoing, this release shall include the following matters:
(a) all aspects of this Agreement and the Loan Documents, any negotiations, demands or requests with respect thereto, and (b) Lender's exercise or attempts to exercise any of its rights under this Agreement or any of the Loan Documents, at law or in equity. The Seller Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Seller Releasing Parties, or anyone claiming by, through or under any of the Seller Releasing Parties. The Seller Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys. Prior Principals, for themselves and for their respective agents, employees, servantsrepresentatives, successorsofficers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys and assigns (collectively, the “Released "Prior Principal Releasing Parties”") jointly and severally release and forever discharge Lender and Midland Loan Services, Inc., and their respective successors, assigns, partners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from and against any and all claims, demands, debts, liabilities, contractsobligations,
(a) all aspects of this Agreement and the Loan Documents, any negotiations, demands or requests with respect thereto, and (b) Lender's exercise or attempts to exercise any of its rights under this Agreement or any of the Loan Documents, at law or in equity. The Prior Principal Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Prior Principal Releasing Parties, or anyone claiming by, through or under any of the Prior Principal Releasing Parties. The Prior Principal Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys. Buyer, for itself and for its agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively, the "Buyer Releasing Parties") jointly and severally release and forever discharge Lender and Midland Loan Services, Inc., and their respective successors, assigns, partners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, accountscosts, causes of action expenses, claims and damages, at law or claims for relief of whatever kind or naturein equity, whether known or unknown, suspected which arise out of any matters occurring prior to the Closing in connection with the transactions contemplated hereby. The Buyer Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or unsuspected all suit or suits pending or which may thereafter be filed or prosecuted by any of the Buyer Releasing Parties, pastor anyone claiming by, present through or futureunder any of the Buyer Releasing Parties. The Buyer Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys. New Principal, for itself and for its agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively, the "New Principal Releasing Parties") jointly and severally release and forever discharge Lender and Midland Loan Services, Inc., and their respective successors, assigns, partners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which arise from or by reason of, or are in out of any way connected with any agreements, transactions, occurrences, conduct, acts or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference matters occurring prior to the existing Loan Documents Closing in connection with the transactions contemplated hereby. The New Principal Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any other matter pertaining to the collection or enforcement by Lender of the Loan or recourse to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between New Principal Releasing Parties and Released Parties in any way arising out of or related to the Loan, the Loan Documents, the Project, the Property or the indebtedness or any amendments, modifications, representations or warranties in relation thereto, or (e) the disbursement, administration and modification of the Loan and the Loan Documents. Releasing Parties further agree to refrain and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceedings against Released Parties, or anyone claiming by, through or under any of them which is in any way connected with, based upon, related to or arising out of, directly or indirectly, the matters released hereinNew Principal Releasing Parties. The New Principal Releasing Parties acknowledge and agree that the Loan Documents continue this release is binding upon each of them and remain in full force their respective agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 of the California Civil Code, which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:attorneys.
Appears in 1 contract
Sources: Consent and Assumption Agreement (Cedar Shopping Centers Inc)
Release of Lender. As additional consideration for the agreements Each of Lender herein set forth, Borrower, on behalf of Old Guarantor and New Guarantor, for itself and for its heirsagents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively, the "Releasing Parties") jointly and severally release and forever discharge Lender, PNC Bank, National Association, and Midland Loan Services, a division of PNC Bank, National Association, and their respective successors, assigns, administratorspartners, personal representativesdirectors, executorsofficers, general and limited partnersemployees, agents, attorneys, contractors, affiliates and employees, and the officers, directors and shareholders of its respective partners, and the guarantors (collectively, the “Releasing Parties”) hereby release, remise and discharge Lender, and each of Lender’s subsidiaries, divisions, affiliate corporationsadministrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which any of the Releasing Parties may now or hereafter hold or claim to hold under common law or statutory right, arising in any manner out of the Property, the Loan, any of the Loan Documents or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby, in each case solely to the extent arising prior to the date hereof. Without limiting the generality of the foregoing, this release shall include the following matters: (a) all aspects of this Agreement and the Loan Documents, any negotiations, demands or requests with respect thereto, and (b) Lender's exercise or attempts to exercise any of its rights under this Agreement, any of the Loan Documents, at law or in equity. The Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Releasing Parties, or anyone claiming by, through or under any of the Releasing Parties. The Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, representatives, officers, directors, agentsgeneral partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants, successors, attorneys servants and assigns (collectively, the “Released Parties”) from and against any and all claims, demands, debts, liabilities, contracts, obligations, accounts, causes of action or claims for relief of whatever kind or nature, whether known or unknown, suspected or unsuspected by Releasing Parties, past, present or future, which arise from or by reason of, or are in any way connected with any agreements, transactions, occurrences, conduct, acts or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference to the existing Loan Documents or any other matter pertaining to the collection or enforcement by Lender of the Loan or recourse to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between Releasing Parties and Released Parties in any way arising out of or related to the Loan, the Loan Documents, the Project, the Property or the indebtedness or any amendments, modifications, representations or warranties in relation thereto, or (e) the disbursement, administration and modification of the Loan and the Loan Documents. Releasing Parties further agree to refrain and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceedings against Released Parties, or any of them which is in any way connected with, based upon, related to or arising out of, directly or indirectly, the matters released herein. Releasing Parties acknowledge and agree that the Loan Documents continue and remain in full force and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 of the California Civil Code, which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:attorneys.
Appears in 1 contract
Sources: Consent Agreement (KBS Real Estate Investment Trust, Inc.)
Release of Lender. As additional consideration Seller and Seller's Principal for ----------------- themselves and for their agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively, the agreements of "Seller Releasing Parties") jointly ------------------------ and severally release and forever discharge Lender herein set forthand Midland Loan Services, BorrowerInc., on behalf of itself and its heirs, their respective successors, assigns, administratorspartners, personal representativesdirectors, executorsofficers, general and limited partnersemployees, agents, attorneys, contractors, affiliates and employees, and the officers, directors and shareholders of its respective partners, and the guarantors (collectively, the “Releasing Parties”) hereby release, remise and discharge Lender, and each of Lender’s subsidiaries, divisions, affiliate corporationsadministrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which any of the Seller Releasing Parties may now or hereafter hold or claim to hold under common law or statutory right, arising in any manner out of the Property, the Loan, any of the Loan Documents or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby. Without limiting the generality of the foregoing, this release shall include the following matters:
(a) all aspects of this Agreement and the Loan Documents, any negotiations, demands or requests with respect thereto, and (b) Lender's exercise or attempts to exercise any of its rights under this Agreement, any of the Loan Documents, at law or in equity. The Seller Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Seller Releasing Parties, or anyone claiming by, through or under any of the Seller Releasing Parties. The Seller Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys. Buyer and Buyer's Principal, for themselves and for their agents, employees, servantsrepresentatives, successorsofficers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys and assigns (collectively, the “Released "Buyer Releasing Parties”") jointly and severally release and forever discharge ----------------------- Lender and Midland Loan Services, Inc., and their respective successors, assigns, partners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from and against any and all claims, demands, debts, liabilities, contracts, obligations, accountscosts, causes of action expenses, claims and damages, at law or claims for relief of whatever kind or naturein equity, whether known or unknown, suspected which arise out of any matters occurring prior to the Closing in connection with the transactions contemplated hereby. The Buyer Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or unsuspected all suit or suits pending or which may thereafter be filed or prosecuted by any of the Buyer Releasing Parties, pastor anyone claiming by, present through or future, which arise from or by reason of, or are in under any way connected with any agreements, transactions, occurrences, conduct, acts or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference to the existing Loan Documents or any other matter pertaining to the collection or enforcement by Lender of the Loan or recourse to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between Buyer Releasing Parties. The Buyer Releasing Parties and Released Parties in any way arising out of or related to the Loan, the Loan Documents, the Project, the Property or the indebtedness or any amendments, modifications, representations or warranties in relation thereto, or (e) the disbursement, administration and modification of the Loan and the Loan Documents. Releasing Parties further agree to refrain and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceedings against Released Parties, or any that this release is binding upon each of them which is in any way connected withand their respective agents, based uponemployees, related to or arising out ofrepresentatives, directly or indirectlyofficers, the matters released herein. Releasing Parties acknowledge directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and agree that the Loan Documents continue and remain in full force and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 of the California Civil Code, which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:attorneys.
Appears in 1 contract
Sources: Consent and Assumption Agreement (Alexander & Baldwin Inc)
Release of Lender. As additional consideration for the agreements of Lender herein set forth, Borrower, on behalf of for itself and for its heirsagents, employees, ----------------- representatives, officers, directors, general partners, limited partners, members, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, servants and attorneys, and Existing GP, for itself and for its agents, employees, representatives, officers, directors, members, partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, servants and attorneys (collectively, the "Borrower Releasing Parties") jointly and severally release -------------------------- and forever discharge Lender and Midland Loan Services, Inc., and their respective successors, assigns, administratorspartners, personal representativesdirectors, executorsofficers, general and limited partnersemployees, agents, attorneys, contractorsadministrators, affiliates trustees, subsidiaries, affiliates, beneficiaries, shareholders and employees, and the officers, directors and shareholders of its respective partners, and the guarantors representatives (collectively, the “Releasing Parties”) hereby release, remise and discharge Lender, and each of Lender’s subsidiaries, divisions, affiliate corporations, trustees, beneficiaries, officers, directors, agents, employees, servants, successors, attorneys and assigns (collectively, the “"Released Parties”") from and against any and all claims, demands, debts, liabilities, contracts, obligations, accountscosts, causes of action expenses, claims and damages, at law or claims for relief of whatever kind or naturein equity, whether known or unknown, suspected of any kind or unsuspected by Releasing Parties, past, present or future, which arise from or by reason of, or are in any way connected nature whatsoever with any agreements, transactions, occurrences, conduct, acts or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference to the existing Loan Documents or any other matter pertaining to the collection or enforcement by Lender of the Loan or recourse to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between Releasing Parties and Released Parties in any way arising out of or related to the Loan, the Loan Documents, the Projectadministration or funding of the Loan, the Property transactions contemplated hereby or the indebtedness with respect to any acts or omissions of any amendments, modifications, representations or warranties in relation thereto, or (e) the disbursement, administration and modification of the Loan and the Loan DocumentsReleased Parties. The Borrower Releasing Parties further agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to refrain and forbear from commencing, instituting any or participating in, either as a named all suit or unnamed party, suits pending or which may thereafter be filed or prosecuted by any lawsuit, action or other proceedings against Released of the Borrower Releasing Parties, or anyone claiming by, through or under any of them which is in any way connected with, based upon, related to or arising out of, directly or indirectly, the matters released hereinBorrower Releasing Parties. The Borrower Releasing Parties acknowledge and agree that the Loan Documents continue this release is binding upon Borrower and remain in full force Existing GP and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 intended to be binding on each of the California Civil CodeBorrower Releasing Parties and their respective agents, which reads: A employees, representatives, officers, directors, general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the releasepartners, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:limited partners, members, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys.
Appears in 1 contract
Release of Lender. As additional consideration Each of Borrower and Principal, for the agreements of Lender herein set forth, Borrower, on behalf of itself and for its heirsagents, successorsemployees, assignsrepresentatives, officers, directors, general partners, limited partners, members, managers, shareholders, beneficiaries, trustees, administrators, personal representativessubsidiaries, executorsaffiliates, general and limited partners, agentsservants, attorneys, contractorsheirs, affiliates successors and employees, and the officers, directors and shareholders of its respective partners, and the guarantors assigns (collectively, the “Releasing Parties”) hereby release, remise jointly and severally release and forever discharge Original Lender, Lender and Servicer and each of Lender’s subsidiariesother servicer under the Pooling and Servicing Agreement, divisionsand their respective predecessors, affiliate corporationssuccessors, assigns, managers, partners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which any of the Releasing Parties may now or hereafter hold or claim to hold under common law, statutory right or otherwise, arising in any manner out of, or relating to, any matters of any kind or nature whatsoever in connection with (x) the Property (including, without limitation, the ownership or operation thereof), the Loan (including, without limitation, the funding, administration or servicing thereof), any of the Loan Documents or any of the documents, instruments or any other transactions relating thereto or (y) the Ground Lease, the construction of the Improvements and the other transactions contemplated by the Loan Documents. Without limiting the generality of the foregoing, this release shall include the following matters: all aspects of this Agreement, the other New Loan Documents and the other Loan Documents and the transactions contemplated hereby and thereby, any negotiations, demands or requests with respect hereto or thereto. The Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Releasing Parties, or anyone claiming by, through or under any of the Releasing Parties. The Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, representatives, officers, directors, agentsgeneral partners, employeeslimited partners, members, managers, shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, servants, successorsattorneys, attorneys heirs, successors and assigns (collectively, the “Released Parties”) from and against any and all claims, demands, debts, liabilities, contracts, obligations, accounts, causes of action or claims for relief of whatever kind or nature, whether known or unknown, suspected or unsuspected by Releasing Parties, past, present or future, which arise from or by reason of, or are in any way connected with any agreements, transactions, occurrences, conduct, acts or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference to the existing Loan Documents or any other matter pertaining to the collection or enforcement by assigns. Lender of the Loan or recourse to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between Releasing Parties and Released Parties in any way arising out of or related to the Loan, the Loan Documents, the Project, the Property or the indebtedness or any amendments, modifications, representations or warranties in relation thereto, or (e) the disbursement, administration and modification of the Loan and the Loan Documents. Releasing Parties further agree to refrain and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceedings against Released Parties, or any of them which is in any way connected with, based upon, related to or arising out of, directly or indirectly, the matters released herein. Releasing Parties acknowledge and agree agrees that the Loan Documents continue and remain in full force and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 of the California Civil Code, which reads: A general foregoing release does not extend apply to claims which any act or omission of Lender first occurring after the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:Closing Date.
Appears in 1 contract
Sources: Consent to Collateral Addition and Amendment to Loan Documents (Ionis Pharmaceuticals Inc)
Release of Lender. As additional In consideration for the agreements of Lender herein set forthLender's agreement to enter ----------------- into this Agreement, Borrower, on behalf Crestline Capital, and each of itself the Partnership, AHT and Apple Suites (each as a "Borrower Principal") (collectively, the "Releasing Parties") hereby agree as follows:
(a) Releasing Parties jointly and severally release and forever discharge Lender and its heirspredecessors, successors, assigns, administratorspartners, personal representativesdirectors, executors, general and limited partnersofficers, agents, attorneys, contractors, affiliates and employees, and the officers, directors and shareholders of its respective partners, and the guarantors (collectively, the “Releasing Parties”) hereby release, remise and discharge Lender, and each of Lender’s subsidiaries, divisions, affiliate corporationsadministrators, trustees, subsidiaries, affiliates, beneficiaries, officersshareholders, directorsrepresentatives, agentsmaster servicers, employeessub-servicers, servantsprimary servicers, successorsspecial servicers, attorneys servants and assigns employees (collectively, the “"Released Parties”") from and against any and all rights, proceedings, agreements, contracts, judgments, debts, costs, expenses, promises, duties, claims, demands, debtscross- actions, liabilities, contracts, obligations, accountscontroversies, causes of action action, damages, rights, liabilities and obligations, at law or claims for relief of whatever kind or naturein equity whatsoever, whether known or unknown, suspected or unsuspected by Releasing Partiesunsuspected, ▇▇▇▇▇▇ or inchoate, whether past, present or future, which arise now held, owned or possessed by Releasing Parties individually or collectively as against the Released Parties from the beginning of time to the date of this Agreement under common law or by reason ofstatutory right, known or are in unknown, arising, directly or indirectly, proximately or remotely, out of the Properties, the Loan or any way connected with of the Loan Documents, this Agreement or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby including, without limitation, any and all rights, proceedings, agreements, transactionscontracts, occurrencesjudgments, conductdebts, acts expenses, promises, duties, claims, demands, cross- actions, controversies, causes of action, damages, rights, liability and obligations whether based upon tort, fraud, breach of any duty of fair dealing, breach of confidence, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, intentional or omissions negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander, conspiracy or any claim for wrongfully accelerating the Note or wrongfully attempting to foreclose on any collateral relating to the Note, contract or usury, but only to the extent that the foregoing arise in connection with events which occurred prior to the date of this Agreement (collectively, the "Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, Claims");
(b) Without limiting the generality of the foregoing, this release shall include the following matters: all aspects of this Agreement, the Loan Documents and the obligations evidenced therebynegotiations between or on behalf of the Releasing Parties concerning this Agreement and the other Loan Documents, including, without implied limitationbut not limited to, all meetings, telephone calls, correspondence and/or other contacts among or on behalf of the terms thereofReleasing Parties, on the one hand, and Lender, on the other hand, incident to the attempts of said parties to reach an agreement, or in connection with the Loan Documents;
(c) This release is intended to release all liability of any notices character claimed for damages, of default any type or sale in reference to the existing Loan Documents nature, for injunctive or other relief, for attorneys' fees, interest or any other matter pertaining liability whatsoever, whether statutory, or contractual or tort in character, or of any other nature or character, now or henceforth in any way related to any and all matters and dealings of any nature whatsoever asserted or assertable by or on behalf of Releasing Parties against Lender, and relating to the collection Properties or enforcement by Lender the Loan, including any loss, cost or damage in connection with, or based upon, any breach of fiduciary duty, breach of any duty of good faith or fair dealing, breach of confidence, breach of funding commitment, breach of any other duty, breach of any statutory right, fraud, usury, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violations of the Loan Racketeer Influenced and Corrupt Organizations Act, intentional or recourse negligent infliction of mental distress, tortious interference with corporate or other governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander, defamation, conspiracy or any other cause of action, but only to collateral or security thereof by Lender, the extent that the foregoing arise in connection with events which occurred prior to the date of execution and delivery hereof.
(d) any alleged oral or written agreements or understandings by and between Releasing Parties collectively and individually understand and agree that this is a full, final and complete release and agree that this release may be pleaded as an absolute and final bar to any or all suit or suits pending or which may hereafter be filed or prosecuted by the Releasing Parties against the Released Parties in respect of any way arising out of or related to the Loanmatters released hereby, and that no recovery on account of the Loan Documentsmatters described herein may hereafter be had from Released Parties, and that the Project, the Property or the indebtedness or any amendments, modifications, representations or warranties in relation thereto, or consideration given for this release is no admission of liability and that neither Releasing Parties nor those claiming under them will ever claim that it is.
(e) the disbursement, administration and modification Each of the Loan and the Loan Documents. Releasing Parties further agree to refrain expressly acknowledges and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceedings against Released Parties, or any of them which is in any way connected with, based upon, related to or arising out of, directly or indirectly, the matters released herein. Releasing Parties acknowledge and agree that the Loan Documents continue and remain in full force and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish waives any and all rights, if any, rights and benefits conferred upon them it by the provisions of Section 1542 of the California Civil Code, which readsprovides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Each of Releasing Parties acknowledges that the foregoing waiver of the provisions of Section 1542 of the California Civil Code was separately bargained for, and expressly consents that this Agreement shall be given full force and effect in accordance with each and all of its express terms and provisions, including those terms and provisions relating to unknown or unsuspected claims, demands and causes of action, if any, to the same effect as those terms and provisions relating to any other claims, demands and causes of action hereinabove specified.
(f) The provisions, waivers and releases set forth in this Section 14 are ---------- binding upon Releasing Parties and their respective agents, employees, representatives, officers, directors, general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the releasepartners, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys.
Appears in 1 contract
Sources: Consent and Amendment Agreement (Apple Hospitality Two Inc)
Release of Lender. As additional consideration Seller, Seller Principal and Seller Tenant, for themselves and for their agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively, the agreements “Seller Releasing Parties”) jointly and severally release and forever discharge Lender, PNC Bank, National Association, Midland Loan Services, a Division of Lender herein set forthPNC Bank, BorrowerNational Association, on behalf of itself and its heirs, their respective successors, assigns, administratorspartners, personal representativesdirectors, executorsofficers, general and limited partnersemployees, agents, attorneys, contractorsadministrators, affiliates trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which any of the Seller Releasing Parties may now or hereafter hold or claim to hold under common law or statutory right, arising in any manner out of the Property, the Loan, any of the Loan Documents or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby. Without limiting the generality of the foregoing, this release shall include the following matters: (a) all aspects of this Agreement and the Loan Documents, any negotiations, demands or requests with respect thereto, and (b) Lender’s exercise or attempts to exercise any of its rights under this Agreement, any of the Loan Documents, at law or in equity. The Seller Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Seller Releasing Parties, or anyone claiming by, through or under any of the Seller Releasing Parties. The Seller Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, and the representatives, officers, directors and shareholders of its respective directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and the guarantors attorneys. Buyer, Buyer Principal and Buyer Tenant, for themselves and for their agents, employees, representatives, officers, directors, general partners, limited partners, managers, members, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively, the “Buyer Releasing Parties”) hereby release, remise jointly and severally release and forever discharge Lender, PNC Bank, National Association, Midland Loan Services, a Division of PNC Bank, National Association, and each of Lender’s subsidiariestheir respective successors, divisionsassigns, affiliate corporationspartners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which arise out of any matters occurring prior to the Closing in connection with the transactions contemplated hereby. The Buyer Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Buyer Releasing Parties, or anyone claiming by, through or under any of the Buyer Releasing Parties. The Buyer Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, representatives, officers, directors, agentsgeneral partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants, successors, attorneys servants and assigns (collectively, the “Released Parties”) from and against any and all claims, demands, debts, liabilities, contracts, obligations, accounts, causes of action or claims for relief of whatever kind or nature, whether known or unknown, suspected or unsuspected by Releasing Parties, past, present or future, which arise from or by reason of, or are in any way connected with any agreements, transactions, occurrences, conduct, acts or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference to the existing Loan Documents or any other matter pertaining to the collection or enforcement by Lender of the Loan or recourse to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between Releasing Parties and Released Parties in any way arising out of or related to the Loan, the Loan Documents, the Project, the Property or the indebtedness or any amendments, modifications, representations or warranties in relation thereto, or (e) the disbursement, administration and modification of the Loan and the Loan Documents. Releasing Parties further agree to refrain and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceedings against Released Parties, or any of them which is in any way connected with, based upon, related to or arising out of, directly or indirectly, the matters released herein. Releasing Parties acknowledge and agree that the Loan Documents continue and remain in full force and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 of the California Civil Code, which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:attorneys.
Appears in 1 contract
Sources: Consent, Modification and Assumption Agreement (Moody National REIT I, Inc.)
Release of Lender. As additional consideration Each of Seller and Existing Principal, for the agreements of Lender herein set forth, Borrower, on behalf of itself and for its heirs, successors, assigns, administrators, personal representatives, executors, general and limited partners, agents, attorneys, contractors, affiliates and employees, and the officers, directors and shareholders of its respective partners, and the guarantors (collectively, the “Releasing Parties”) hereby release, remise and discharge Lender, and each of Lender’s subsidiaries, divisions, affiliate corporations, trustees, beneficiariesrepresentatives, officers, directors, agentsgeneral partners, employeeslimited partners, members, shareholders, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, servants, successorsattorneys, attorneys successors and assigns (collectively, the “Released Seller Releasing Parties”) jointly and severally release and forever discharge Lender and its successors, assigns, partners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from and against any and all claims, demands, debts, liabilities, contracts, obligations, accountscosts, causes of action expenses, claims and damages, at law or claims for relief of whatever kind or naturein equity, whether known or unknown, suspected which any of the Seller Releasing Parties may now or unsuspected by Releasing Partieshereafter hold or claim to hold under common law, paststatutory right or otherwise, present or future, which arise from or by reason arising in any manner out of, or are relating to, any matters of any kind or nature whatsoever occurring prior to the Closing in any way connected connection with any agreementsthe Property, transactions, occurrences, conduct, acts or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) any of the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference to the existing Loan Documents or any of the documents, instruments or any other matter pertaining transactions relating thereto or the transactions contemplated thereby or hereby. Without limiting the generality of the foregoing, this release shall include the following matters: (a) all aspects of this Agreement and the Loan Documents, any negotiations, demands or requests with respect hereto or thereto, and (b) ▇▇▇▇▇▇’s exercise or attempts to the collection exercise any of its rights under this Agreement or enforcement by Lender any of the Loan Documents, at law or recourse in equity, but excluding any claims or causes of action which Seller or Existing Principal may have in connection with Lender's failure to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between comply with the terms of this Agreement. The Seller Releasing Parties agree that this release is a full, final and Released complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Seller Releasing Parties, or anyone claiming by, through or under any of the Seller Releasing Parties in any way arising out of, or relating to, any matters of any kind or related nature whatsoever occurring prior to the Closing in connection with the Property, the Loan, any of the Loan Documents, or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby or hereby; provided however that in no event shall any provision of this Paragraph 11 be considered a release of liability for ▇▇▇▇▇▇'s failure to comply with the terms of this Agreement. The Seller Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, representatives, officers, directors, general partners, limited partners, members, shareholders, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys. Each of Buyer and Principal, for itself and for its agents, employees, representatives, officers, directors, general partners, limited partners, members, shareholders, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, servants, attorneys, successors and assigns (collectively, the “Buyer Releasing Parties”) jointly and severally release and forever discharge Lender and its successors, assigns, partners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which any of the Buyer Releasing Parties may now or hereafter hold or claim to hold under common law, statutory right or otherwise arising out of, or relating to, any matters of any kind or nature whatsoever occurring prior to the Closing in connection with the Loan, the Loan Documents, the ProjectProperty, the Property this Agreement or the indebtedness transactions contemplated hereby or thereby. The Buyer Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any amendments, modifications, representations or warranties in relation thereto, all suit or (e) the disbursement, administration and modification suits pending or which may thereafter be filed or prosecuted by any of the Loan and the Loan Documents. Buyer Releasing Parties further agree to refrain and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceedings against Released Parties, or anyone claiming by, through or under any of them which is in any way connected with, based upon, related to or the Buyer Releasing Parties arising out of, directly or indirectlyrelating to, any matters of any kind or nature whatsoever occurring prior to the Closing in connection with the Loan, the matters released hereinLoan Documents, the Property, this Agreement or the transactions contemplated hereby or thereby. The Buyer Releasing Parties acknowledge and agree that the Loan Documents continue this release is binding upon each of them and remain in full force their respective agents, employees, representatives, officers, directors, general partners, limited partners, members, shareholders, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 of the California Civil Code, which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:attorneys.
Appears in 1 contract
Sources: Consent and Assumption Agreement
Release of Lender. As additional consideration Seller, for the agreements of Lender herein set forth, Borrower, on behalf of itself and for its heirsagents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys, and Original Principal, for itself and for its agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively, the "Seller Releasing Parties") jointly and severally release and forever discharge Lender, Clarion Partners, LLC and Midland Loan Services, Inc., and their respective successors, assigns, administratorspartners, personal representativesdirectors, executorsofficers, general and limited partnersemployees, agents, attorneys, contractors, affiliates and employees, and the officers, directors and shareholders of its respective partners, and the guarantors (collectively, the “Releasing Parties”) hereby release, remise and discharge Lender, and each of Lender’s subsidiaries, divisions, affiliate corporationsadministrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which any of the Seller Releasing Parties may now or hereafter hold or claim to hold under common law or statutory right, arising in any manner out of the Property, the Loan, any of the Loan Documents or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby. Without limiting the generality of the foregoing, this release shall include the following matters: (a) the Lawsuit and any and all claims that were or could have been brought therein, (b) all aspects of this Agreement and the Loan Documents, any negotiations, demands or requests with respect thereto, and (c) Lender's exercise or attempts to exercise any of its rights under this Agreement, any of the Loan Documents, at law or in equity. In connection with its release of any and all claims relating to the Lawsuit, Seller has delivered to Lender the Dismissal and agrees to take any and all actions necessary to fully dismiss the Lawsuit with prejudice. The Seller Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Seller Releasing Parties, or anyone claiming by, through or under any of the Seller Releasing Parties. The Seller Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys. Buyer, for itself and for its agents, employees, servantsrepresentatives, successorsofficers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys, and New Principal, for itself and for its agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys and assigns (collectively, the “Released "Buyer Releasing Parties”") jointly and severally release and forever discharge Lender and Midland Loan Services, Inc., and their respective successors, assigns, partners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from and against any and all claims, demands, debts, liabilities, contracts, obligations, accountscosts, causes of action expenses, claims and damages, at law or claims for relief of whatever kind or naturein equity, whether known or unknown, suspected which arise out of any matters occurring prior to the Closing in connection with the transactions contemplated hereby. The Buyer Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any or unsuspected all suit or suits pending or which may thereafter be filed or prosecuted by any of the Buyer Releasing Parties, pastor anyone claiming by, present through or future, which arise from or by reason of, or are in under any way connected with any agreements, transactions, occurrences, conduct, acts or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference to the existing Loan Documents or any other matter pertaining to the collection or enforcement by Lender of the Loan or recourse to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between Buyer Releasing Parties. The Buyer Releasing Parties and Released Parties in any way arising out of or related to the Loan, the Loan Documents, the Project, the Property or the indebtedness or any amendments, modifications, representations or warranties in relation thereto, or (e) the disbursement, administration and modification of the Loan and the Loan Documents. Releasing Parties further agree to refrain and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceedings against Released Parties, or any that this release is binding upon each of them which is in any way connected withand their respective agents, based uponemployees, related to or arising out ofrepresentatives, directly or indirectlyofficers, the matters released herein. Releasing Parties acknowledge directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and agree that the Loan Documents continue and remain in full force and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 of the California Civil Code, which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:attorneys.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Acadia Realty Trust)
Release of Lender. As additional consideration Each of Seller and Existing Principal, for the agreements of Lender herein set forth, Borrower, on behalf of itself and for its heirs, successors, assigns, administrators, personal representatives, executors, general and limited partners, agents, attorneys, contractors, affiliates and employees, and the officers, directors and shareholders of its respective partners, and the guarantors (collectively, the “Releasing Parties”) hereby release, remise and discharge Lender, and each of Lender’s subsidiaries, divisions, affiliate corporations, trustees, beneficiariesrepresentatives, officers, directors, agentsgeneral partners, employeeslimited partners, members, shareholders, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, servants, successorsattorneys, attorneys successors and assigns (collectively, the “Released Seller Releasing Parties”) jointly and severally release and forever discharge Lender and its successors, assigns, partners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from and against any and all claims, demands, debts, liabilities, contracts, obligations, accountscosts, causes of action expenses, claims and damages, at law or claims for relief of whatever kind or naturein equity, whether known or unknown, suspected which any of the Seller Releasing Parties may now or unsuspected by Releasing Partieshereafter hold or claim to hold under common law, paststatutory right or otherwise, present or future, which arise from or by reason arising in any manner out of, or are relating to, any matters of any kind or nature whatsoever occurring prior to the Closing in any way connected connection with any agreementsthe Property, transactions, occurrences, conduct, acts or omissions of Released Parties, whatsoever, commence, done or occurred at any time in respect of (a) the Loan, (b) any of the Loan Documents and the obligations evidenced thereby, including, without implied limitation, the terms thereof, (c) any notices of default or sale in reference to the existing Loan Documents or any of the documents, instruments or any other matter pertaining transactions relating thereto or the transactions contemplated thereby or hereby. Without limiting the generality of the foregoing, this release shall include the following matters: (a) all aspects of this Agreement and the Loan Documents, any negotiations, demands or requests with respect hereto or thereto, and (b) Lender’s exercise or attempts to the collection exercise any of its rights under this Agreement or enforcement by Lender any of the Loan Documents, at law or recourse in equity, but excluding any claims or causes of action which Seller or Existing Principal may have in connection with Lender's failure to collateral or security thereof by Lender, (d) any alleged oral or written agreements or understandings by and between comply with the terms of this Agreement. The Seller Releasing Parties agree that this release is a full, final and Released complete release and that it may be pleaded as an absolute bar to any or all suit or suits pending or which may thereafter be filed or prosecuted by any of the Seller Releasing Parties, or anyone claiming by, through or under any of the Seller Releasing Parties in any way arising out of, or relating to, any matters of any kind or related nature whatsoever occurring prior to the Closing in connection with the Property, the Loan, any of the Loan Documents, or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby or hereby; provided however that in no event shall any provision of this Paragraph 11 be considered a release of liability for Lender's failure to comply with the terms of this Agreement. The Seller Releasing Parties agree that this release is binding upon each of them and their respective agents, employees, representatives, officers, directors, general partners, limited partners, members, shareholders, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys. Each of Buyer and Principal, for itself and for its agents, employees, representatives, officers, directors, general partners, limited partners, members, shareholders, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, servants, attorneys, successors and assigns (collectively, the “Buyer Releasing Parties”) jointly and severally release and forever discharge Lender and its successors, assigns, partners, directors, officers, employees, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders and representatives from all liabilities, obligations, costs, expenses, claims and damages, at law or in equity, known or unknown, which any of the Buyer Releasing Parties may now or hereafter hold or claim to hold under common law, statutory right or otherwise arising out of, or relating to, any matters of any kind or nature whatsoever occurring prior to the Closing in connection with the Loan, the Loan Documents, the ProjectProperty, the Property this Agreement or the indebtedness transactions contemplated hereby or thereby. The Buyer Releasing Parties agree that this release is a full, final and complete release and that it may be pleaded as an absolute bar to any amendments, modifications, representations or warranties in relation thereto, all suit or (e) the disbursement, administration and modification suits pending or which may thereafter be filed or prosecuted by any of the Loan and the Loan Documents. Buyer Releasing Parties further agree to refrain and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceedings against Released Parties, or anyone claiming by, through or under any of them which is in any way connected with, based upon, related to or the Buyer Releasing Parties arising out of, directly or indirectlyrelating to, any matters of any kind or nature whatsoever occurring prior to the Closing in connection with the Loan, the matters released hereinLoan Documents, the Property, this Agreement or the transactions contemplated hereby or thereby. The Buyer Releasing Parties acknowledge and agree that the Loan Documents continue this release is binding upon each of them and remain in full force their respective agents, employees, representatives, officers, directors, general partners, limited partners, members, shareholders, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and effect without waiver, modification or amendment other than as expressly set forth in this Agreement. Irrespective of whether this Loan Agreement is governed by California law, Releasing Parties, by placing their initials in the spaces provided herein hereby knowingly and voluntarily expressly waive and relinquish any and all rights, if any, conferred upon them by the provisions of Section 1542 of the California Civil Code, which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Initials: Initials:attorneys.
Appears in 1 contract
Sources: Assumption Agreement (Inland Real Estate Income Trust, Inc.)