Common use of RELEASE PROVISION Clause in Contracts

RELEASE PROVISION. As a material part of the consideration for the Administrative Agent and the Lenders to enter into this Amendment, the Borrower and each other Loan Party signing this Amendment (collectively, “Releasor”) agree as follows (the “Release Provision”): (a) Releasor hereby releases and forever discharges the Administrative Agent, the L/C Issuer, each Lender, the Collateral Agent and each of the Administrative Agent’s, L/C Issuer’s, Collateral Agent’s and Lender’s predecessors, successors, assigns, officers, managers, directors, shareholders, employees, agents, attorneys, advisors, representatives, parent corporations, subsidiaries, and affiliates (hereinafter all of the above collectively referred to as “Released Lender Parties”) jointly and severally from any and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions, and causes of action of any nature whatsoever occurring prior to the date hereof, including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, presently possessed, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, presently accrued, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted (“Claims”), which Releasor may have or claim to have against any of the Released Lender Parties. (b) Releasor agrees not to ▇▇▇ any of the Released Lender Parties or in any way assist any other Person or entity in suing any of the Released Lender Parties with respect to any claim released herein. The Release Provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the release contained herein. (c) Releasor acknowledges, warrants, and represents to the Released Lender Parties that: (i) Releasor has read and understands the effect of the Release Provision. Releasor has had the assistance of independent counsel of its own choice, or has had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasor has read and considered the Release Provision and advised Releasor to execute the same. Before execution of this Amendment, Releasor has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) Releasor is not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. Releasor acknowledges that none of the Released Lender Parties has made any representation with respect to the Release Provision except as expressly set forth herein. (iii) Releasor has executed this Amendment and the Release Provision thereof as its free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person. (iv) Releasor is the sole owner of the claims released by the Release Provision, and Releasor has not heretofore conveyed or assigned any interest in any such claims to any other person or entity. (d) Releasor understands that the Release Provision was a material consideration in the agreement of the Administrative Agent, the L/C Issuer and the Lenders to enter into this Amendment. (e) It is the express intent of Releasor that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of the Released Lender Parties so as to foreclose forever the assertion by Releasor of any claims released hereby against any Released Lender Parties. (f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions shall remain in full force and effect.

RELEASE PROVISION. As a material part Compromise and Settlement The allowance, classification and treatment of all Allowed Claims and Equity Interests and their respective distributions and treatments under the Plan takes into account and/or conforms to the relative priority and rights of the consideration Claims and Equity Interests in each Class in connection with any contractual, legal and equitable subordination rights relating thereto whether arising under general principles of equitable subordination, section 510(c) of the Bankruptcy Code, or otherwise. As of the Effective Date, any and all such rights described in the preceding sentence will be settled, compromised and released pursuant to the Plan. In addition, the allowance, classification and treatment of Allowed Claims takes into account any Causes of Action, whether under the Bankruptcy Code or otherwise under applicable law, that may exist: (i) between the Debtors, on the one hand, and the Releasing Parties, on the other, and (ii) as between the Releasing Parties (to the extent set forth in the Third Party Release); and, as of the Effective Date, any and all such Causes of Action are settled, compromised and released pursuant hereto. The Confirmation Order shall approve the releases by all Entities of all such contractual, legal and equitable subordination rights or Causes of Action against each such Releasing Party that are satisfied, compromised and settled in this manner. Nothing in this section will compromise or settle in any way whatsoever, any Causes of Action that the Debtors or the Reorganized Debtors may have against the Non-Released Parties. Debtor Release On the Effective Date and effective as of the Effective Date, for the Administrative Agent good and valuable consideration provided by each of the Debtor Releasees, including, but not limited to: (i) the discharge of debt and all other good and valuable consideration paid pursuant to the Plan; (ii) the obligations of the Consenting First Lien Lenders, Consenting Second Lien Lenders and Consenting 11% Senior Note Holders to enter into this Amendmentprovide the support necessary for Consummation of the Plan; and (iii) the services of the Debtors’ present and former officers and directors in facilitating the expeditious implementation of the Restructuring contemplated by the Plan, each of the Borrower Debtors shall provide a full discharge and release to each Releasing Party and each other Loan Party signing this Amendment of their respective members, officers, directors, agents, financial advisors, attorneys, employees, partners, Affiliates and representatives (collectively, “Releasor”) agree as follows (the “Release Provision”): Debtor Releasees” (a) Releasor hereby releases and forever discharges the Administrative Agent, the L/C Issuer, each Lender, the Collateral Agent and each of such Debtor Releasee so released shall be deemed released and discharged by the Administrative Agent’s, L/C Issuer’s, Collateral Agent’s Debtors)) and Lender’s predecessors, successors, assigns, officers, managers, directors, shareholders, employees, agents, attorneys, advisors, representatives, parent corporations, subsidiaries, and affiliates (hereinafter all of the above collectively referred to as “Released Lender Parties”) jointly and severally their respective properties from any and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions, and causes Causes of action of any nature whatsoever occurring prior to the date hereof, including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, presently possessedAction, whether known or unknown, whether liability be direct for tort, fraud, contract, violations of federal or indirectstate securities laws, liquidated or unliquidatedotherwise, presently accruedarising from or related in any way to the Debtors, whether absolute or contingentincluding, foreseen or unforeseenwithout limitation, and whether or not heretofore asserted (“Claims”), which Releasor may have or claim to have against those that any of the Released Lender Parties. Debtors or Reorganized Debtors would have been legally entitled to assert in their own right (bwhether individually or collectively) Releasor agrees not to ▇▇▇ or that any Holder of the Released Lender Parties a Claim or in any way assist any other Person or entity in suing any of the Released Lender Parties with respect to any claim released herein. The Release Provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, Equity Interest or other proceeding which may be institutedEntity including, prosecuted, or attempted in breach of the release contained herein. (c) Releasor acknowledges, warrants, and represents but not limited to the Released Lender Parties that: (i) Releasor has read Holders of First Lien Claims, Second Lien Claims and understands the effect of the Release Provision. Releasor has had the assistance of independent counsel of its own choice11% Senior Note Claims, or has had the opportunity would have been legally entitled to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasor has read and considered the Release Provision and advised Releasor to execute the same. Before execution of this Amendment, Releasor has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) Releasor is not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. Releasor acknowledges that none of the Released Lender Parties has made any representation with respect to the Release Provision except as expressly set forth herein. (iii) Releasor has executed this Amendment and the Release Provision thereof as its free and voluntary act, without any duress, coercion, or undue influence exerted by or assert on behalf of any person. of the Debtors or any of their Estates, and further including those in any way related to the Chapter 11 Cases or the Plan to the fullest extent of the law; provided, however, that the foregoing “Debtor Release” shall not operate to waive or release any Releasing Party from any Causes of Action: (ivi) Releasor is expressly set forth in and preserved by the sole owner Plan, the Plan Supplement or related documents; (ii) arising from any obligations under the Lock Up Agreement; or (iii) arising under the Amended and Restated First Lien Credit Agreement or the Amended and Restated Second Lien Credit Agreement. Notwithstanding anything in the Plan to the contrary, the Debtors or the Reorganized Debtors will not release any Causes of Action that they may have now or in the future against the Non-Released Parties. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Fed. R. Bankr. P. 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in this Term Sheet, and further, shall constitute its finding that the Debtor Release is: (i) in exchange for the good and valuable consideration provided by the Debtor Releasees, a good faith settlement and compromise of the claims released by the Release ProvisionDebtor Release; (ii) in the best interests of the Debtors and all Holders of Claims; (iii) fair, equitable and Releasor has not heretofore conveyed or assigned any interest in any such claims reasonable; (iv) given and made after due notice and opportunity for hearing; and (v) a bar to any other person or entity. (d) Releasor understands that the Release Provision was a material consideration in the agreement of the Administrative Agent, Debtors or Reorganized Debtors asserting any Claim released by the L/C Issuer and the Lenders to enter into this Amendment. (e) It is the express intent of Releasor that the release and discharge set forth in the Debtor Release Provision be construed as broadly as possible in favor against any of the Released Lender Parties so as to foreclose forever the assertion by Releasor of any claims released hereby against any Released Lender PartiesDebtor Releasees. (f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions shall remain in full force and effect.

RELEASE PROVISION. As a material part ‌ (a) The Clean Line Entities shall use commercially reasonable efforts to include in the Project Financing Documents and in each Material Project Contract (other than any Interconnection Agreement) that the Clean Line Entities or DOE enters into in respect of the consideration for Project a provision pursuant to which the Administrative Agent and Project Financing Parties or such Project Participant, as applicable, shall agree that such Person has no recourse to any Covered Party under such Project Financing Document (other than in respect of DOE’s express obligations or undertakings pursuant to the Lenders to enter into this AmendmentTransaction Documents, the Borrower Intercreditor Agreement and/or the DOE Direct Agreement) or applicable Material Project Contract (other than any Interconnection Agreement) and each shall expressly release any Covered Party from any claim, liability or other Loan Party signing this Amendment obligation under such Project Financing Document or the applicable Material Project Contract (collectively, “Releasor”other than any Interconnection Agreement) agree as follows (the “Release Provision”): ). The Release Provision included in the Project Financing Documents or any applicable Material Project Contract (aother than any Interconnection Agreement) Releasor shall be in form and substance acceptable to DOE; provided that a provision substantially similar to the following shall be deemed to be in form and substance acceptable to DOE: “Each of the parties hereby, in consideration of $1000, receipt of which is hereby acknowledged, releases and forever discharges the Administrative Agent, the L/C Issuer, each Lender, the Collateral Agent and each of the Administrative Agent’s, L/C Issuer’s, Collateral Agent’s and Lender’s predecessors, successors, assigns, officers, managers, directors, shareholders, employees, agents, attorneys, advisors, representatives, parent corporations, subsidiaries, and affiliates (hereinafter all of the above collectively referred to as “Released Lender Parties”) jointly and severally from waives any and all claims, counterclaimsremedies or rights against the [Covered Parties] with respect to any and all liabilities (including, without, limitation, any liabilities arising as a result of negligence, warranty, statutory, product, strict or absolute liability, liability in tort or otherwise), obligations, losses, settlements, damages, penalties, fines, sanctions, taxes, claims, actions, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions, and causes of action judgments or proceedings of any kind and nature, costs, payments, expenses and disbursements (including fees and expenses of consultants, advisors, external counsel and allocable fees and expenses of internal personnel and attorneys) of whatsoever kind and nature whatsoever occurring prior to the date hereof, including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, presently possessed, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, presently accrued, whether absolute or contingent, foreseen or unforeseen, and (whether or not heretofore asserted (“Claims”), which Releasor may have or claim to have against any of the Released Lender transactions contemplated by [this Agreement] are consummated), imposed on, incurred or suffered by, or asserted against such party in any way relating to or arising out of [this Agreement, the Project] or the transactions contemplated hereby; for all purposes of this provision, the [Covered Parties] shall be deemed to be third party beneficiaries in all respects.” (b) Releasor agrees not The bracketed language in the foregoing provision may be conformed as necessary to ▇▇▇ any reflect the terms and provisions of the Released Lender Parties relevant Project Financing Document or Material Project Contract; provided that any such changes shall not narrow the scope of the Release Provision, except that (i) the Clean Line Entities shall be permitted to add an appropriate exception to the Release Provision in the Project Financing Documents for any direct and express obligations or undertakings made by DOE in the Transaction Documents, the Intercreditor Agreement and/or the DOE Direct Agreement in favor of such Project Financing Party and (ii) the Clean Line Entities shall be permitted to add an appropriate exception to the Release Provision in any way assist Material Project Contract for any other Person direct and express obligations or entity undertakings by DOE in suing any favor of the Released Lender Parties with respect to applicable Project Participant under such Material Project Contract (and/or under any claim released herein. The Release Provision may be pleaded as a full related agreement entered into between DOE and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the release contained hereinapplicable Project Participant). (c) Releasor acknowledgesNone of the Clean Line Parties shall enter into any Project Financing or into any Material Project Contract (other than an Interconnection Agreement) unless the applicable Project Financing Documents or Material Project Contract (other than an Interconnection Agreement) includes a Release Provision and none of the Clean Line Parties shall agree to amend, warrantsmodify or otherwise waive any Release Provision included in the Project Financing Documents or Material Project Contract without the consent of DOE. If Clean Line Entities are unable to obtain a Release Provision for a Material Project Contract, and represents to the Released Lender Parties that: then no Clean Line Entity shall enter into such Material Project Contract without (i) Releasor has read delivering to DOE a substantially final draft of such Material Project Contract and understands the effect of the Release Provision. Releasor has had the assistance of independent counsel of its own choice, or has had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasor has read and considered the Release Provision and advised Releasor to execute the same. Before execution of this Amendment, Releasor has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) Releasor is not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. Releasor acknowledges that none of receiving from DOE its written consent for the Released Lender Parties has made any representation with respect to the Release Provision except as expressly set forth herein. (iii) Releasor has executed this Amendment and the Release Provision thereof as its free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person. (iv) Releasor is the sole owner of the claims released by the Release Provision, and Releasor has not heretofore conveyed or assigned any interest in any such claims to any other person or entity. (d) Releasor understands that the Release Provision was a material consideration in the agreement of the Administrative Agent, the L/C Issuer and the Lenders Clean Line Entities to enter into this Amendment. such Material Project Contract (e) It is the express intent of Releasor that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of the Released Lender Parties so as to foreclose forever the assertion by Releasor of any claims released hereby against any Released Lender Parties. (f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction not to be invalidunreasonably withheld or delayed); provided, illegalhowever, that DOE shall consent to such Material Project Contract if it is satisfied that such Material Project Contract does not include any terms or unenforceable, the remainder of the provisions shall remain in full force and effectconditions that could reasonably be expected to expose DOE or any other Covered Party to any material obligation or liability.