Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment. (b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 14 contracts
Sources: Credit Agreement (Apparel Holding Corp.), Credit Agreement (Apparel Holding Corp.), Term Loan Agreement (Apparel Holding Corp.)
Release. (a) In consideration of the agreements of Collateral Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each , including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Party Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 14 contracts
Sources: Loan and Security Agreement (Neuronetics, Inc.), Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is Borrower hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises remises, acquits and forever discharges Agent Lender and Lendersany co-lender or loan participant, and together with their respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and their present and former shareholdersrelated corporate divisions (all of the foregoing the "Released Parties"), affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender from any and all such other Persons being hereinafter referred to collectively as the “Releasees” actions and individually as a “Releasee”), of and from all demands, actions, causes of action, judgments, executions, suits, controversiesliens, damages and any and all other debts, claims, counterclaims, defenses, rights demands, liabilities, obligations, damages and expenses of set-off, demands any and liabilities whatsoever every character (individually, a “Claim” and collectively, “"Claims”) of every name and nature"), known or unknown, suspected direct or unsuspectedindirect, both at law and or in equity, which of whatsoever kind or nature, whether heretofore or hereafter accruing, for or because of any Loan Party matter or things done, omitted or suffered to be done by any of their respective successorsthe Released Parties prior to and including the Effective Date, assigns, and in any way directly or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any indirectly arising out of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of connected to this Amendment or the Credit Agreementother Loan Documents, or any of the transactions associated therewith, or the Property, including specifically but not limited to claims of usury, lack of consideration, fraudulent transfer and lender liability, that it now has or may hereafter have against any Released Party, and hereby agrees to indemnify and hold harmless Lender and each other Released Party for all Claims that any Person may bring against any such Released Party that arise under or in connection with the Loan Documents or transactions thereunder or related thereto which arises at any time Agreement based on facts existing on or prior to before the day and date of this AmendmentEffective Date. THE FOREGOING RELEASE INCLUDES ACTIONS AND CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, DAMAGES AND EXPENSES ARISING AS A RESULT OF THE NEGLIGENCE OR STRICT LIABILITY OF ONE OR MORE OF THE RELEASED PARTIES.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 13 contracts
Sources: Loan Agreement (Educational Development Corp), Loan Agreement (Educational Development Corp), Loan Agreement
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any such Loan Party or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentthereto.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 12 contracts
Sources: Credit Agreement (Internap Network Services Corp), Credit Agreement (Realpage Inc), Credit Agreement (Realpage Inc)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Partyof Borrower and each Guarantor that executes a Consent and Reaffirmation to this Amendment, on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (Borrower, each Guarantor and all such other Persons being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent Agent, Issuing Bank and Lenders, and their successors and assigns, and their present and former shareholders, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Issuing Bank, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives Releasor may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation towhich arises at any time on or prior to the day and date of this Amendment, or in any way related to or in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentthereto.
(b) Each Loan Party of Borrower and each Guarantor that executes a Consent and Reaffirmation to this Amendment understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party of Borrower and each Guarantor that executes a Consent and Reaffirmation to this Amendment agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 10 contracts
Sources: Credit Agreement (Nuverra Environmental Solutions, Inc.), Credit Agreement (Nuverra Environmental Solutions, Inc.), Credit Agreement (Nuverra Environmental Solutions, Inc.)
Release. The Borrower hereby acknowledges and agrees that: (a) In neither it nor any of its Affiliates has any claim or cause of action against the Administrative Agent, the Collateral Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) under this Agreement and the other Loan Documents (and each other document entered into in connection therewith), and (b) the Administrative Agent, the Collateral Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Obligors and their Affiliates under this Agreement and the other Loan Documents (and each other document entered into in connection therewith) that are required to have been performed on or prior to the Transactions on the date hereof. Accordingly, for and in consideration of the agreements of Agent contained in this Agreement and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of Borrower (for itself and its Affiliates and the successors, assigns, heirs and other legal representativesrepresentatives of each of the foregoing) (collectively, the “Releasors”) does hereby absolutelyfully, finally, unconditionally and irrevocably releases, remises release and forever discharges Agent and Lendersdischarge the Administrative Agent, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Collateral Agent, each Lender and all such other Persons being hereinafter referred to collectively as each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the “Releasees” Released Parties”) from any and individually as a “Releasee”)all debts, of and from all claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, suitsin each case, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, whether known or unknown, suspected contingent or unsuspectedfixed, both at direct or indirect, and of whatever nature or description, and whether in law and or in equity, under contract, tort, statute or otherwise, which any Loan Party Releasor has heretofore had or any of their respective successors, assigns, or other legal representatives may now or hereafter owncan, hold, have shall or claim to may have against the Releasees or any of them for, upon, or Released Party by reason of any circumstanceact, action, cause omission or thing whatsoever in relation to, done or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time omitted to be done on or prior to the day and Transactions on the date of hereof directly arising out of, connected with or related to this AmendmentAgreement or any other Loan Document (or any other document entered into in connection therewith).
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 9 contracts
Sources: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp), Senior Secured Revolving Credit Agreement (Capital Southwest Corp), Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Release. (a) In consideration By execution of the agreements this Agreement, Borrower acknowledges and confirms that Borrower does not have any actions, causes of Agent and Lenders contained herein and for other good and valuable considerationaction, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the receipt Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrower voluntarily, knowingly, unconditionally and sufficiency of which is hereby acknowledgedirrevocably, each Loan Partywith specific and express intent, for and on behalf of itself and itself, its successorsmanagers, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessorsmembers, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, employeessuccessors and assigns and their respective Affiliates (collectively, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” Releasing Parties”), hereby fully and individually as a completely releases and forever discharges Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “ReleaseeIndemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all demands, actions, causes of action, suitsdamages, controversies, damages and any and all other claims, counterclaimsobligations, defensesliabilities, rights costs, expenses and demands of set-offany kind whatsoever, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which any Loan Party matured or any of their respective successorsunmatured, assignsvested or contingent, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with that any of the Credit Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, or any of the Credit Agreement and the other Loan Documents which Releasing Parties ever had or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction now have against any actionReleased Party, suit including, without limitation, any presently existing claim or other proceeding which may be instituteddefense whether or not presently suspected, prosecuted contemplated or attempted in breach of the provisions of such releaseanticipated.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 9 contracts
Sources: Credit and Security Agreement (TRANS LUX Corp), Credit and Security Agreement (TRANS LUX Corp), Credit and Security Agreement (TRANS LUX Corp)
Release. (a) In exchange for the payments and other consideration of the agreements of Agent under this Agreement, to which you would not otherwise be entitled, and Lenders contained herein and for other good and valuable considerationexcept as otherwise set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, each Loan Partyyou, on behalf of itself yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives affiliates (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Parties”), ) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, controversiescosts, damages expenses, attorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties: • has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing; • has discriminated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other protected category in violation of any local, state or federal law, constitution, ordinance, or regulation, including but not limited to: Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. 1981), the Civil Rights Act of 1991, the Genetic Information Nondiscrimination Act, Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination against the disabled, the Age Discrimination in Employment Act (ADEA), which prohibits discrimination based on age, the Older Workers Benefit Protection Act, the National Labor Relations Act, the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the anti-retaliation provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, or any other federal or state law regarding whistleblower retaliation; the Massachusetts Fair Employment Practices Act (M.G.L. c. 151B), the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Privacy Statute, the Massachusetts Sick Leave Law, the Massachusetts Civil Rights Act, all as amended, and any and all other claimsfederal, counterclaimsstate or local laws, defensesrules, rights of set-offregulations, demands and liabilities whatsoever (individuallyconstitutions, a “Claim” and collectivelyordinances or public policies, “Claims”) of every name and nature, whether known or unknown, suspected or unsuspectedprohibiting employment discrimination; • has violated any employment statutes, both at law and in equitysuch as the WARN Act, which requires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974 (ERISA) which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, which regulates wage and hour matters; the National Labor Relations Act, which protects forms of concerted activity; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; the Fair Credit Reporting Act, the Employee Polygraph Protection Act, the Massachusetts Payment of Wages Act (M.G.L. c. 149 sections 148 and 150), the Massachusetts Overtime regulations (M.G.L. c. 151 sections 1A and 1B), the Massachusetts Meal Break regulations (M.G.L. c. 149 sections 100 and 101), all as amended, and any Loan Party and all other federal, state or local laws, rules, regulations, constitutions, ordinances or public policies, whether known or unknown relating to employment laws, such as veterans’ reemployment rights laws; • has violated any other laws, such as federal, state, or local laws providing workers’ compensation benefits, restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state or local laws providing recourse for alleged wrongful discharge, retaliatory discharge, negligent hiring, retention, or supervision, physical or personal injury, emotional distress, assault, battery, false imprisonment, fraud, negligent misrepresentation, defamation, intentional or negligent infliction of emotional distress and/or mental anguish, intentional interference with contract, negligence, detrimental reliance, loss of consortium to you or any member of their respective successorsyour family, assignswhistleblowing, and similar or related claims. Notwithstanding the foregoing, other than events expressly contemplated by this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed or your right to enforce this Agreement. Also excluded from this Agreement are any Claims which cannot be waived by law, including, without limitation, any rights you may have under applicable workers’ compensation laws and your right, if applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. Nothing in this Agreement shall prevent you from filing, cooperating with, or other legal representatives may now participating in any proceeding or hereafter owninvestigation before the Equal Employment Opportunity Commission, holdUnited States Department of Labor, have or claim to have against the Releasees National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any of them for, uponother federal government agency, or by reason of any circumstance, action, cause similar state or thing whatsoever in relation tolocal agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any way investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in connection with any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Credit Agreement, Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or any plan or agreement related to equity ownership in the Company; however, it does waive, release and forever discharge Claims existing as of the other Loan Documents date you execute this Agreement pursuant to any such plan or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentagreement.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 8 contracts
Sources: Employment Agreement (Adagio Therapeutics, Inc.), Employment Agreement (Adagio Therapeutics, Inc.), Employment Agreement (Adagio Therapeutics, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and each Loan PartyGuarantor, on behalf of itself itself/himself and its its/his successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and LendersLender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “"Releasees” " and individually as a “"Releasee”"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower and/or such Guarantor or any of their respective its/his successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis including, without limitation, for an injunction against or on account of, or in relation to, or in any action, suit or other proceeding which may be instituted, prosecuted or attempted way in breach connection with any of the provisions of such release.
(c) Each Loan Party agrees that no factAgreement, event, circumstance, evidence the Guaranty or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the other Loan Documents or transactions, course of performance or course of dealing thereunder or related thereto; provided, however, that nothing herein shall release set forth aboveLender from its obligations to Borrower under the terms of this Amendment.
Appears in 8 contracts
Sources: Loan Agreement (Hudson Technologies Inc /Ny), Loan Agreement (Hudson Technologies Inc /Ny), Revolving Loan Agreement (Hudson Technologies Inc /Ny)
Release. (a) In consideration of the agreements of Collateral Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Collateral Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Party, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) , including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) . Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 8 contracts
Sources: Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement (Vapotherm Inc)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and the making of loans by or on behalf of Agent and Lenders to Borrowers pursuant to the Loan Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, Borrower and Parent on behalf of itself and its successors, assigns, and other legal representatives, hereby hereby, jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assignseach Lender, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their respective successors and assigns (Agent, each Lender and all such other Persons parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, matured or unmatured, asserted or unasserted, fixed or contingent, foreseen or unforeseen and anticipated or unanticipated, which any Loan Party Borrower or Parent, or any of their respective its successors, assigns, or other legal representatives and its successors and assigns may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, actionnature, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Agreement, in relation to, or in any way in connection with the Loan Agreement, as amended and supplemented through the date hereof, this Agreement and the other Financing Agreements. Each Loan Party Borrower and Parent understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 7 contracts
Sources: Loan and Security Agreement (Pacific Ethanol, Inc.), Loan and Security Agreement (Pacific Ethanol, Inc.), Loan and Security Agreement (Pacific Ethanol, Inc.)
Release. (a) In consideration By its acceptance of the agreements of Agent and Lenders contained herein and for other good and valuable considerationthis Letter Agreement, the receipt Company hereby covenants and sufficiency agrees that (1) neither the Company nor any of which is its subsidiaries or affiliates, and the Company agrees, to the maximum extent permitted by law, none of its affiliates, members, securityholders or representatives, has or shall have any right of recovery under or in connection with the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, and to the extent that it has or obtains any such right, it, to the maximum extent permitted by law, hereby acknowledged, each Loan Party, waives (on its own behalf and on behalf of itself each of the aforementioned persons) each and its successors, assignsevery such right against, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises the Investor, MergerCo, SibCo and forever discharges Agent and Lenderseach of the former, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessorscurrent or future security holders, directors, officers, attorneys, employees, agents agents, affiliates, members, managers, general or limited partners or assignees and other representatives of the Investor and MergerCo (Agentcollectively, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Persons”), of from and from all demands, actions, causes of action, suits, controversies, damages and with respect to any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and natureclaim, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives may now existing or hereafter ownarising, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any transaction contemplated by or otherwise relating to the Merger Agreement or the transactions contemplated thereby, whether by or through attempted piercing of the Credit corporate, partnership or limited liability company veil, by or through a claim by or on behalf of MergerCo (or any other person) against any Released Person, or otherwise under any theory of law or equity (the “Released Claims”), other than claims against the Investor pursuant to this Letter Agreement for up to its Merger Agreement Obligations; and (2) recourse against the Investor under this Letter Agreement (and solely to the extent of the Investor’s Merger Agreement Obligations) shall be the sole and exclusive remedy of the Company and the Company agrees, to the maximum extent permitted by law, each of its affiliates and representatives, against the Investor and each Released Person in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto. The Company hereby covenants and agrees that, it shall not institute, directly or indirectly, and shall cause its Controlled Affiliates not to institute, and shall instruct its affiliates that are not Controlled Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, against any Released Person except claims against the Investor (and solely to the extent of the Investor’s Merger Agreement Obligations) under this Letter Agreement. Notwithstanding the foregoing, in connection with the pursuit by the Company of a claim under this Letter Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior Company may pursue a declaratory judgment claim against MergerCo, but solely to the day and date of this Amendmentextent necessary to demonstrate that MergerCo has failed to perform its obligations under the Merger Agreement; provided, that such claim by the Company does not seek any other remedy (including damages) against MergerCo.
(b) Each Loan Party understandsFor all purposes of this Letter Agreement, acknowledges and agrees that pursuit of a claim against a person by the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against Company or any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions Company’s subsidiaries or Controlled Affiliates or the failure of the Company to instruct any affiliate that is not a Controlled Affiliate not to bring any claim in the name of or on behalf of the Company prior to such releaseaffiliate that is not a Controlled Affiliate actually pursuing such a claim, shall be deemed to be pursuit of a claim by the Company. A person shall be deemed to have pursued a claim against another person if such first person brings a legal action against such person, adds such other person to an existing legal proceeding, or otherwise asserts a legal claim of any nature against such person.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect The Company acknowledges the Investor is agreeing to enter into this Letter Agreement in any manner reliance on the final, absolute and unconditional nature of the release provisions set forth abovein this Section 10. This Section 10 shall survive termination of this Letter Agreement.
Appears in 7 contracts
Sources: Letter Agreement (Neubauer Joseph), Letter Agreement (Neubauer Joseph), Letter Agreement (Jp Morgan Partners Bhca Lp)
Release. (a) In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each Amendment for or on account of, or in relation to, or in any way in connection with the Loan Party Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall shall, to the fullest extent of the law, affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 7 contracts
Sources: Loan and Security Agreement (Tricida, Inc.), Loan and Security Agreement, Loan and Security Agreement (Tricida, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and the Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower or any of their its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior thereto, other than to the day and date extent of this Amendmentthose Claims which arise from the gross negligence or willful misconduct of the applicable Releasee as determined in a final, non-appealable judgment by a court of competent jurisdiction.
(b) Each Loan Party Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 7 contracts
Sources: Credit Agreement (Cobra Electronics Corp), Credit Agreement (Cobra Electronics Corp), Credit Agreement (Cobra Electronics Corp)
Release. (a) In consideration of the agreements Required Banks' execution of Agent and Lenders contained herein this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (x) the Borrower and each Loan PartyGuarantor hereby acknowledges that it has no defense, on behalf counterclaim, offset, cross-complaint, claim, or demand of itself and any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its successorsliability to pay or perform any of the Obligations, assignsor to pay or perform any of its other obligations with respect to any other loans or other extensions of credit or financial accommodations made available to or for its account by any one or more members of the Bank Group, or to seek affirmative relief or damages of any kind or nature from the Bank Group, and other legal representatives(y) the Borrower and each Guarantor does hereby fully, hereby absolutelyunconditionally, unconditionally and irrevocably releasesforever relieve, remises and forever discharges Agent and Lendersrelinquish, release, waive, discharge, and their successors hold harmless the Bank Group and assigns, each of its members and their present each of its members' current and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, employees, agents, attorneys, employeessuccessors, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), assigns of and from any and all demandsclaims, debts, actions, causes of action, suitsliabilities, controversiesdemands, obligations, promises, acts, agreements, costs, expenses (including but not limited to reasonable attorneys' fees) and damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name kind and nature, whether now known or unknown, suspected based upon, resulting from, arising out of, or unsuspected, both at law and in equity, which connection with loans or other extensions of credit or financial accommodations made by any Loan Party one or more members of the Bank Group from time to time to or for the account of the Borrower or any Subsidiary, including, without limitation, any Loans made under, and Letters of their respective successorsCredit issued under, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, Credit Agreement or in any way connected with or related to any other instrument or document executed or delivered in connection with any of therewith and/or the Credit Agreement, administration or any of the other Loan Documents collection thereof and/or collateral therefor or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentguaranties thereof.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 7 contracts
Sources: Sixth Reinstatement and Modification of the Fourteenth Amendment and Forbearance Agreement (Atchison Casting Corp), Third Reinstatement and Modification of the Fourteenth Amendment and Forbearance Agreement (Atchison Casting Corp), Fifth Reinstatement and Modification of the Fourteenth Amendment and Forbearance Agreement (Atchison Casting Corp)
Release. As a material part of the consideration for the Administrative Agent, the Required Lenders, the Swingline Lender and the Issuing Lender entering into this Amendment, the Borrower and each Subsidiary Guarantor (collectively, the “Releasors”) agree as follows (the “Release Provision”):
(a) In consideration of The Releasors, jointly and severally, hereby release and forever discharge the agreements of Agent and Lenders contained herein and for other good and valuable considerationAdministrative Agent, the receipt and sufficiency of which is hereby acknowledgedSwingline Lender, the Issuing Lender, each Loan PartyLender and the Administrative Agent’s, on behalf of itself the Swingline Lender’s, Issuing Lender’s and its each Lender’s predecessors, successors, assigns, officers, managers, directors, shareholders, employees, agents, attorneys and other legal professionals, representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliatesparent corporations, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives affiliates (Agent, each Lender and hereinafter all such other Persons being hereinafter of the above collectively referred to collectively as the “Releasees” and individually as a “ReleaseeLender Group”), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defensesdemands, rights damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions, and causes of set-offaction of any nature whatsoever and whether arising at law or in equity, demands and liabilities whatsoever (individuallypresently possessed, a “Claim” and collectively, “Claims”) of every name and nature, whether known or unknown, suspected whether liability be direct or unsuspectedindirect, both at law liquidated or unliquidated, presently accrued, whether absolute or contingent, foreseen or unforeseen, and in equitywhether or not heretofore asserted arising out of, which any arising under or related to the Loan Party or any of their respective successorsDocuments (collectively, assignsthe “Claims”), or other legal representatives that Releasors may now or hereafter own, hold, have or claim allege to have against the Releasees any or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any all of the Credit Agreement, or any of Lender Group and that arise from events occurring before the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendmenthereof.
(b) Each Loan Party understands, acknowledges and agrees that The Releasors agree not to ▇▇▇ any of the release set forth above Lender Group nor in any way assist any other person or entity in suing the Lender Group with respect to any of the Claims released herein. The Release Provision may be pleaded as a full and complete defense to, and may be used as a the basis for an injunction against against, any action, suit suit, or other proceeding which may be instituted, prosecuted prosecuted, or attempted in breach of the provisions of such releaserelease contained herein.
(c) Each Loan Party agrees The Releasors acknowledge, warrant, and represent to Lender Group that:
(i) The Releasors have read and understand the effect of the Release Provision. The Releasors have had the assistance of independent counsel of their own choice, or have 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 Releasors has read and considered the Release Provision and advised Releasors with respect to the same. Before execution of this Amendment, the Releasors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision.
(ii) The Releasors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Releasors acknowledge that no factLender Group has not made any representation with respect to the Release Provision except as expressly set forth herein.
(iii) The Releasors have executed this Amendment and the Release Provision thereof as a free and voluntary act, eventwithout any duress, circumstancecoercion, evidence or transaction which could now undue influence exerted by or on behalf of any person or entity.
(iv) The Releasors are the sole owners of the Claims released by the Release Provision, and the Releasors have not heretofore conveyed or assigned any interest in any such Claims to any other person or entity.
(d) The Releasors understand that the Release Provision was a material consideration in the agreement of the Administrative Agent, Swingline Lender, Issuing Lender and each Lender to enter into this Amendment.
(e) It is the express intent of the Releasors that the release and discharge set forth in the Release Provision be asserted construed as broadly as possible in favor of Lender Group so as to foreclose forever the assertion by the Releasors of any Claims released hereby against Lender Group.
(f) If any term, provision, covenant, or which 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.
(g) The Releasors acknowledge that they may hereafter be discovered discover facts in addition to or different from those that they now know or believe with respect to the Claims released herein, but the Releasors expressly shall affect have and intend to fully, finally and forever have released and discharged any and all such Claims. The Releasors expressly waive any provision of statutory or decisional law to the effect that a general release does not extend to Claims that the releasing party does not know or suspect to exist in any manner such party’s favor at the final, absolute and unconditional nature time of executing the release set forth aboverelease.
Appears in 7 contracts
Sources: Credit Agreement, Credit Agreement (Global Power Equipment Group Inc.), Credit Agreement (Global Power Equipment Group Inc.)
Release. (a) In consideration Each of the agreements of Agent MF/Borrower Related Parties hereby acknowledges and Lenders contained herein confirms on its own behalf and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself its officers and directors, and its respective predecessors, successors, assigns, agents and other legal representatives, and any Person claiming by or through any of them (collectively, the “Releasors”), that (i) it does not have any grounds, and hereby absolutelyagrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of the Lender, Agent or any other Indemnified Party occurring prior to the date hereof or facts otherwise known to it as of the date hereof, the effectiveness, genuineness, validity, collectability or enforceability of the Loan Documents and (ii) it does not possess, and hereby unconditionally and irrevocably forever waives, remises, releases, remises discharges and forever discharges holds harmless each Lender, Agent and Lendersany other Indemnified Party, and each of their successors and assigns, and their present and former shareholders, respective affiliates, subsidiaries, divisions, predecessorsstockholders, directors, officers, employees, attorneys, employeesagents, agents representatives, heirs, executors, administrators, successors and other representatives (Agentassigns, each Lender Person acting or purporting to act for them or on their behalf, and all the successors and assigns of any such other Persons being hereinafter referred to collectively as (collectively, the “Releasees” and individually as a “ReleaseeDesignated Parties”), of from and from all demandsagainst, actionsand agrees not to allege or pursue, causes any action, cause of action, suitssuit, controversiesdebt, damages liability, loss, expense, claim, counterclaim, cross-claim, demand, defense, offset, opposition, demand and any and all other claimsright of action whatsoever, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, whether now known or unknown, suspected past or unsuspectedpresent, both at law and asserted or unasserted, contingent or liquidated, whether in equitylaw, equity or otherwise, which any Loan Party or any of their respective successorsthe Releasors ever had, assignsnow have, or other legal representatives may now or hereafter ownhave, hold, have or claim to have against the Releasees or any of them forthe Designated Parties, upon, or by reason of any circumstance, actionmatter, cause or thing whatsoever in relation towhatsoever, with respect to events or in any way in connection with any of the Credit Agreement, omissions occurring or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time arising on or prior to the day date hereof and date relating to the Loan Documents, any transaction relating thereto, or any actions or omissions in connection therewith (collectively, the “Claims”). The foregoing release shall be construed in the broadest sense possible. The MF/Borrower Related Parties warrant and represent that they are the sole and lawful owners of this Amendment.
(b) Each Loan Party understandsall right, acknowledges title, and agrees that interest in and to every Claim being released hereby and they have not assigned, pledged, hypothecated, or otherwise divested or encumbered all or any part of any Claim being released hereby. The MF/Borrower Related Parties hereby agree to indemnify, defend, and hold harmless any and all of the release set forth above may be pleaded as a full Releasees from and complete defense and may be used as a basis for an injunction against any Claims asserted against any Releasee based on, or arising in connection with, any such prior assignment or transfer, whether actual or purported. The MF/Borrower Related Parties hereby absolutely, unconditionally, and irrevocably agree never to commence, prosecute, cause to be commenced or prosecuted, voluntarily aid in any way, or foment any suit, action, suit or other proceeding which may be instituted(at law, prosecuted in equity, in any regulatory proceeding, or attempted in breach otherwise) or otherwise seek any recovery against any of the Releasees based on any of the Claims being released hereby. The MF/Borrower Related Parties hereby specifically warrant, represent, acknowledge, and agree that: (a) none of the provisions of this general release shall be construed as or constitute an admission of any liability on the part of any Releasee; and (b) the provisions of this general release shall constitute an absolute bar to any Claim of any kind, whether any such releaseClaim is based on contract, tort, warranty, mistake, or any other theory, whether legal, statutory, or equitable.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 7 contracts
Sources: Omnibus Amendment (Medallion Financial Corp), Omnibus Amendment (Medallion Financial Corp), Omnibus Amendment (Medallion Financial Corp)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, each Lender and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the Amendment Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, Loan Agreement or any of the other Loan Debt Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentthereto.
(b) Each Loan Party Borrower understands, acknowledges and agrees that the its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 6 contracts
Sources: Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Regado Biosciences Inc)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyStockholder, on behalf of itself and its successorsAffiliates, assignsheirs, beneficiaries, family members (whether by blood, adoption or marriage), successors and other legal representativesassigns (collectively, the “Releasing Parties”), hereby absolutely, forever and unconditionally waives and irrevocably releases, remises releases Parent and forever discharges Agent and Lenders, and their successors and assigns, and their present its current and former shareholders, affiliates, subsidiaries, divisions, predecessors, directorsAffiliates, officers, attorneysdirectors and agents (collectively, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and to the fullest extent permitted by Law, from all demands, actions, causes of action, suits, debts, costs, penalties, dues, sums of money, accounts, reckonings, bonds, bills, liabilities, covenants, contracts, controversies, damages and variances, trespasses, damages, judgments, demands, grievances or any and all other claims, counterclaims, defenses, rights claims of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and any kind or nature, known or unknown, suspected existing or unsuspectedclaimed to exist, fixed or contingent, both at law and in equityequity (“Causes of Action”), which any Loan that such Releasing Party now has, has ever had or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection Released Parties arising contemporaneously with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day Effective Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date in connection with, or to the extent relating to, the Company and/or any of its Subsidiaries or Affiliates; provided, however, that nothing contained herein will release any Released Party from any Causes of Action arising under this Agreement, the Merger Agreement or the Transaction Documents or any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Company or any of its Subsidiaries may be entitled to pursuant to the Merger Agreement, any applicable Contract in effect on the date hereof, applicable Law or arising under the Organizational Documents of the Company or any of its Subsidiaries if, and to the extent, any such rights to indemnification or to advancement or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this AmendmentAgreement.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 6 contracts
Sources: Closing Agreement (Standard Parking Corp), Closing Agreement (Standard Parking Corp), Closing Agreement (Standard Parking Corp)
Release. (a) Borrower may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Loan Agreement or the other Loan Documents. Bank and Borrower desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus Borrower makes the releases contained in this Section 10. In consideration of the agreements of Agent Bank entering into this Amendment, Borrower hereby fully and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Agent Bank and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, its directors, officers, employees, subsidiaries, branches, affiliates, attorneys, employeesagents, agents representatives, successors and other representatives (Agent, each Lender assigns and all such other Persons being hereinafter referred to collectively as persons, firms, corporations and organizations acting on any of their behalf (collectively, the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from any and all demandsclaims, actionsallegations, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, costs or demands and liabilities whatsoever (individuallyliabilities, a “Claim” and collectively, “Claims”) of every name and whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, both at law and in equityanticipated or unanticipated, which any Loan Party or any of their respective successorsBorrower has, assignshad, or other legal representatives may now claims to have had or hereafter own, hold, have or claim claims to have against the Releasees or any of them for, upon, or Released Parties by reason of any circumstance, action, cause act or thing whatsoever in relation to, or in any way in connection with any omission on the part of the Credit AgreementReleased Parties, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or them, occurring prior to the day date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of this Amendment.
the Loans, the Obligations, the Loan Agreement or any of the Loan Documents (b) Each Loan Party understandscollectively, acknowledges all of the foregoing, the “Claims”). Borrower represents and agrees warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts of omission of the Released Parties which on the date hereof would be the basis of a claim by Borrower against the Released Parties which is not released hereby. Borrower represents and warrants that the release set forth above may be pleaded as foregoing constitutes a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach release of the provisions of such releaseall Claims.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 6 contracts
Sources: Loan and Security Agreement (Rosetta Stone Inc), Loan and Security Agreement (Rosetta Stone Inc), Loan and Security Agreement (Rosetta Stone Inc)
Release. (a) In consideration of the agreements of Agent Administrative Agent’s and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedLenders’ entering into this Amendment, each Loan Party, on behalf of itself Borrower hereby fully and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises releases and forever discharges each of the Administrative Agent and the Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, employeesagents, agents representatives, successors and other representatives (Agent, each Lender assigns and all such other Persons being hereinafter referred to collectively as persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from any and all demandsclaims, actionsallegations, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, costs or demands and liabilities whatsoever (individuallyliabilities, a “Claim” and collectively, “Claims”) of every name and whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, both at law and in equityanticipated or unanticipated, which any Loan Party Borrower or any of their respective successorsSubsidiary has, assignshad, claims to have or other legal representatives may now to have had or hereafter own, hold, claims to have or claim to have had against the Releasees or any of them for, upon, or Released Parties by reason of any circumstance, action, cause act or thing whatsoever in relation to, or in any way in connection with any omission on the part of the Credit AgreementReleased Parties, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or them, occurring prior to the day date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of this Amendment.
the Credit Agreement (b) collectively, all of the foregoing are the “Claims”). Each Borrower represents and warrants that it has no knowledge of any claim by it or by any Subsidiary against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a Claim by it or by any Subsidiary or any other Loan Party understandsagainst the Released Parties which is not released hereby, acknowledges and agrees each Borrower represents and warrants that the release set forth above may be pleaded as foregoing constitutes a full and complete defense release of all Claims by or on behalf of each Borrower and may be used as any Subsidiary. The inclusion of a basis release provision in this Amendment shall not give rise to any inference that but for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release, any Claim otherwise would exist.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 6 contracts
Sources: Credit Agreement, Credit Agreement (Famous Daves of America Inc), Credit Agreement (Famous Daves of America Inc)
Release. (a) In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each , including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Party and Security Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 6 contracts
Sources: Loan and Security Agreement (Sorrento Therapeutics, Inc.), Loan and Security Agreement (Sorrento Therapeutics, Inc.), Loan and Security Agreement (Sorrento Therapeutics, Inc.)
Release. (a) In As additional consideration for the execution, delivery and performance of this Amendment by the agreements of parties hereto and to induce the Administrative Agent, the Collateral Agent and the Lenders contained herein and for other good and valuable considerationto enter into this Amendment, the receipt Borrower warrants and sufficiency represents to the Administrative Agent, the Collateral Agent and the Lenders that to the best of which is its knowledge no facts, events, statuses or conditions exist or have existed which, either now or with the passage of time or giving of notice, or both, constitute or will constitute a basis for any claim or cause of action against the Administrative Agent, the Collateral Agent or any Lender or any defense to (i) the payment of Obligations under the Revolver Notes and/or the Loan Documents, or (ii) the performance of any of its obligations with respect to the Revolver Notes and/or the Loan Documents. In the event any such facts, events, statuses or conditions exist or have existed, Borrower unconditionally and irrevocably hereby acknowledgedRELEASES, each Loan PartyRELINQUISHES and forever DISCHARGES Administrative Agent, on behalf of itself the Collateral Agent and its the Lenders, as well as their predecessors, successors, assigns, and other legal representativesagents, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersshareholders, attorneys, employees, agents employees and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)representatives, of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaimsdemands, defensesactions and causes of action of any and every kind or character, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known past or unknown, suspected or unsuspected, both at law and in equitypresent, which any Loan Party or Borrower may have against any of them or their respective predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives arising out of or other legal representatives may now with respect to (a) any right or hereafter ownpower to bring any claim for usury or to pursue any cause of action based on any claim of usury, holdand (b) any and all transactions relating to the Loan Documents occurring prior to the date hereof, have including any loss, cost or claim to have against the Releasees or any of them fordamage, upon, or by reason of any circumstancekind or character, action, cause or thing whatsoever in relation to, arising out of or in any way connected with or in connection with any way resulting from the acts, actions or omissions of any of the Credit Agreementthem, and their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives, including any breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, intentional or any negligent infliction of the other Loan Documents mental distress, tortious interference with contractual relations, tortious interference with corporate governance or transactions thereunder prospective business advantage, breach of contract, deceptive trade practices, libel, slander or related thereto which arises at any time on or prior conspiracy, but in each case only to the day and date of this Amendmentextent permitted by applicable Law.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 5 contracts
Sources: Credit Agreement (Allis Chalmers Energy Inc.), Credit Agreement (Allis Chalmers Energy Inc.), Credit Agreement (Allis Chalmers Energy Inc.)
Release. (a) In consideration As of the agreements date hereof and as of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedEffective Date, each Loan PartyBorrower, on behalf of for itself and its successorssuccessors and assigns and for Guarantor (collectively, assignsthe “Borrower Parties”) hereby fully and forever releases, discharges and acquits Lender and its parent, subsidiary, affiliate and predecessor corporations, and other their respective past and present officers, directors, shareholders, partners, attorneys, legal representatives, hereby absolutely, unconditionally agents and irrevocably releases, remises and forever discharges Agent and Lendersemployees, and their successors successors, heirs and assigns, assigns and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)of them, of and from and against any and all claims, demands, actionsobligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, suitssums of money, accounts, compensation, contracts, controversies, damages promises, damages, costs, losses and any and all other claimsremedies therefor, counterclaims, defenseschooses in action, rights of set-offindemnity or liability of any type, demands kind, nature, description or character whatsoever, and liabilities whatsoever irrespective of how, why or by reason of what facts, whether known or unknown, whether liquidated or unliquidated (individually, a “Claim” and collectively, “Claims”) which any of every name such Borrower Parties may now have, or heretofore have had against any of said persons, firms or entities, by reason of, arising out of or based upon conduct, events or occurrences on or before the Recordation relating to: (i) the Loan or the Property; (ii) the review, approval or disapproval of any and natureall documents, instruments, projections, estimates, plans, specifications, drawings and all other items submitted to Lender in connection with the Loan or the Property; (iii) the disbursements of funds under the Loan; (iv) the amendment or modification of the Loan made pursuant to this Agreement; (v) Lender’s acts, statements, conduct, representations and omissions made in connection with the Loan and any amendment or modification relating thereto; or (vi) any fact, matter, transaction or event relating thereto, whether known or unknown; provided that, suspected nothing contained herein shall be deemed a release of Lender’s obligations under this Agreement or unsuspected, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior (to the day extent first arising and date of this Amendmentaccruing after the Closing) the Existing Loan Documents, as modified.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 5 contracts
Sources: Loan Modification Agreement, Loan Modification Agreement (Reven Housing REIT, Inc.), Loan Modification Agreement (Reven Housing REIT, Inc.)
Release. (a) In consideration of the agreements of Administrative Agent and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, assigns and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent and Lenderseach Lender, and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Administrative Agent, each Lender and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower or any of their respective its successors, assigns, assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, upon or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement or any of the other Loan Documents or transactions thereunder or related thereto (b) Each Loan Party collectively, the “Released Claims”). Borrower understands, acknowledges and agrees that the release set forth above (the “Release”) may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party the Release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveRelease. Borrower acknowledges that the Release constitutes a material inducement to Administrative Agent and the Lenders to enter into this Amendment and that Administrative Agent and the Lenders would not have done so but for Administrative Agent’s and each Lender’s expectation that the Release is valid and enforceable in all events.
Appears in 5 contracts
Sources: Term Loan Agreement (T2 Biosystems, Inc.), Term Loan Agreement (T2 Biosystems, Inc.), Term Loan Agreement (EyePoint Pharmaceuticals, Inc.)
Release. (a) In consideration As of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgeddate hereof, each Loan Partyof the Borrowers and the Company, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, for themselves and their successors and assignsassigns (collectively, the "Borrower Parties") hereby fully and forever releases, discharges and acquits each of the Lenders, the Collateral Agent and their parent, subsidiary, affiliate and predecessor corporations, and their respective past and present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersshareholders, partners, attorneys, employeeslegal representatives, agents and other representatives (Agentemployees, and their successors, heirs and assigns and each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)of them, of and from and against any and all claims, demands, actionsobligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, suitssums of money, accounts, compensation, contracts, controversies, damages promises, damages, costs, losses and any and all other claimsremedies therefor, counterclaims, defenseschoses in action, rights of set-offindemnity or liability of any type, demands kind, nature, description or character whatsoever, and liabilities whatsoever (individuallyirrespective of how, a “Claim” and collectivelywhy or by reason of what facts, “Claims”) of every name and naturewhether liquidated or unliquidated, known or unknown, suspected or unsuspectedto any of the Borrowers (collectively, both at law and in equity"Claims"), which any Loan Party or of such Borrower Parties may now have against any of their respective successorssaid persons, assignsfirms or entities, by reason of, arising out of or other legal representatives may now based upon conduct, events or hereafter own, hold, have occurrences on or claim to have against before the Releasees or date hereof relating to: (i) any of them forthe Loans or the Loan Documents; (ii) the review, upon, approval or by reason disapproval of any circumstanceand all documents, actioninstruments, cause projections, advances, estimates, plans, specifications, drawings and all other items submitted to any of the Lenders or thing whatsoever in relation to, or in any way Collateral Agent in connection with any the Loans or the Loan Documents; (iii) the disbursements of funds under the Loan Documents; (iv) the amendment or modification of the Credit Loan Agreement made pursuant to this Amendment; (v) any Lender's or Collateral Agent's acts, statements, conduct, representations and omissions made in connection with the Loans or Loan Documents and any amendment or modification relating thereto; or (vi) any fact, matter, transaction or event relating as of the date hereof, provided that nothing contained herein shall be deemed a release of any Lender's or Collateral Agent's obligations under this Amendment or (to the extent first arising and accruing after the date hereof) the Loan Agreement, as modified, or (to the extent first arising and accruing after the date hereof) a release of any of Lender's or Collateral Agent's obligations under the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentas expressly set forth therein.
(b) Each Loan Party understandsof the Borrower Parties represents and warrants that it has not heretofore assigned or transferred, acknowledges or purported to assign or to transfer, to any person or entity any matter released hereunder or any portion thereof or interest therein, and agrees that each of the release Borrower Parties agrees, jointly and severally, to indemnify, defend and hold the parties set forth above may be pleaded as a full hereinabove harmless from and complete defense and may be used as a basis for an injunction against any action, suit and all claims based on or other proceeding which may be instituted, prosecuted arising out of any such assignment or attempted in breach of the provisions of such releasetransfer or purported assignment or transfer.
(c) Each Loan Party agrees It is hereby further understood and agreed that no fact, event, circumstance, evidence the acceptance of delivery of this release by the parties released hereby shall not be deemed or transaction which could now be asserted construed as an admission of liability of any nature whatsoever arising from or which may hereafter be discovered shall affect in any manner related to the final, absolute and unconditional nature subject of the within release.
(d) Each of the Borrower Parties hereby agrees, represents and warrants that it has had advice of counsel of its own choosing in negotiations for and the preparation of this Amendment, including the foregoing release set forth aboveand waivers, that it has read the provisions of this Amendment, including the foregoing release and waivers, that it has had the foregoing release and waivers fully explained by such counsel, and that it is fully aware of its contents and legal effect.
Appears in 5 contracts
Sources: Loan and Security Agreement (Sun Healthcare Group Inc), Loan and Security Agreement (Sun Healthcare Group Inc), Loan and Security Agreement (Sun Healthcare Group Inc)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, either known or unknown, suspected or unsuspectedsuspected, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentthereto.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 5 contracts
Sources: Credit Agreement (SAVVIS, Inc.), Credit Agreement (SAVVIS, Inc.), Credit Agreement (SAVVIS, Inc.)
Release. (a) In consideration of the agreements of Collateral Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each , including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Party and Security Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 5 contracts
Sources: Loan and Security Agreement (Apollo Endosurgery, Inc.), Loan and Security Agreement (Alimera Sciences Inc), Loan and Security Agreement (Apollo Endosurgery, Inc.)
Release. (a) In consideration of Effective on the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgeddate hereof, each Loan Partyof Borrower and, for itself and on behalf of itself and its successors, assigns, and other legal representativesofficers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through such Person, hereby absolutelywaives, unconditionally and irrevocably releases, remises and forever discharges Agent and LendersLender, each of its Affiliates, and each of their respective successors and assignsin title, and their past, present and former shareholdersfuture officers, affiliatesdirectors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, divisionsshareholders, predecessors, directors, officers, attorneys, employeestrustees, agents and other representatives (Agent, each Lender professionals and all other persons and entities to whom Lender would be liable if such other Persons being hereinafter referred persons or entities were found to collectively as be liable to Borrower (each a “Releasee” and collectively, the “Releasees” and individually as a “Releasee”), of from any and from all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, actionsobligations, liabilities, causes of action, suitsdamages, controversieslosses, damages costs and expenses of any and all other claimskind or character, counterclaimswhether based in equity, defenseslaw, rights of set-offcontract, demands and liabilities whatsoever tort, implied or express warranty, strict liability, criminal or civil statute or common law (individually, each a “Claim” and collectively, the “Claims”) of every name and nature), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, both at law and in equitywhich Borrower ever had from the beginning of the world, now has, or might hereafter have against any such Releasee which relates, directly or indirectly to the Loan Agreement, any other Loan Party Document, or to any acts or omissions of any such Releasee with respect to the Loan Agreement or any of their respective successors, assignsother Loan Document, or other to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in this Amendment. As to each and every claim released hereunder, Borrower hereby represents that it has received the advice of legal representatives may now or hereafter owncounsel with regard to the releases contained herein, holdand having been so advised, have or claim to have against specifically waives the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any benefit of the Credit Agreement, or any provisions of Section 1542 of the other Loan Documents or transactions thereunder or related thereto Civil Code of California which arises at any time on or prior to the day and date of this Amendmentprovides as follows: “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 OR HER SETTLEMENT WITH THE DEBTOR.”
(b) Each Loan Party Borrower acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party Borrower, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any claim released, remised and discharged by such Person pursuant to the above release. Borrower further agrees that no fact, event, circumstance, evidence it shall not dispute the validity or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature enforceability of the release set forth aboveLoan Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Lender’s Lien on any item of Collateral under the Loan Agreement or the other Loan Documents. If Borrower or any of its successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.
Appears in 5 contracts
Sources: Loan and Security Agreement (Freshpet, Inc.), Loan and Security Agreement (Freshpet, Inc.), Loan and Security Agreement (Freshpet, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyBorrower, on behalf of itself and each of its Affiliates and Subsidiaries and each of their respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, each Lender and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the Amendment Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, Agreement or any of the other Loan Financing Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentthereto.
(b) Each Loan Party Borrower understands, acknowledges and agrees that the its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 5 contracts
Sources: Credit and Security Agreement (Ocular Therapeutix, Inc), Credit and Security Agreement (Catabasis Pharmaceuticals Inc), Credit and Security Agreement (ZS Pharma, Inc.)
Release. (a) In consideration of The Releasor hereby irrevocably and unconditionally releases the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself Company and its successorspast, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessorsfuture officers, directors, officersagents, attorneysconsultants, employees, agents representatives, and other representatives insurers, as applicable, together with all successors and assigns of any of the foregoing (Agentcollectively, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from all claims, demands, actions, causes of action, suitsrights of action, contracts, controversies, damages covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and any and all other claimsproceedings of whatsoever kind, counterclaimsnature, defensesor description, rights of set-offdirect or indirect, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and naturevested or contingent, known or unknown, suspected or unsuspected, both at law and in contract, tort, law, equity, which or otherwise, under the laws of any Loan Party jurisdiction, that the Releasor or any of their respective successorshis predecessors, legal representatives, successors or assigns, or other legal representatives may ever had, now has, or hereafter owncan, holdshall, have or claim to have may have, against the Releasees or any of them Released Parties, including but not limited to the Owed Amount, for, upon, or by reason of any circumstancematter, actioncause, cause or thing whatsoever in relation tofrom the beginning of the world through, and including, the date of this Release (“Claims”). The Releasor understands that this Release releases claims that the Releasor may not know about. This is the Releasor’s knowing and voluntary intent, even though the Releasor recognizes that someday he might learn that some or all of the facts that he currently believes to be true are untrue and even though he might then regret having signed this Release. The Releasor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company and/or the Owed Amount with respect to all of the Credit Agreement, or any claims released herein arising from the beginning of the other Loan Documents world up to and including the date of execution of this Release (whether known or transactions thereunder unknown to it and including any continuing effects of any acts or related thereto which arises at any time on or practices prior to the day and date of execution of this AmendmentRelease). The Releasor acknowledges that he is not entitled to any other payments or benefits of any kind from the Company.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 4 contracts
Sources: Release Agreement (Gold Torrent, Inc.), Release Agreement (Gold Torrent, Inc.), Release Agreement (Gold Torrent, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein MSG agrees that for itself and for other good its predecessors, Subsidiaries (including for this purpose any Subsidiary of MSG that is also a Subsidiary of Cablevision), departments, divisions and valuable considerationsections and for their successors, the receipt and sufficiency Affiliates (including for this purpose any Subsidiary of which MSG that is hereby acknowledgedalso a Subsidiary of Cablevision), each Loan Party, on behalf of itself and its successorsheirs, assigns, and other legal representativesexecutors, hereby absolutelyadministrators, unconditionally and irrevocably releasespartners, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officers, attorneysshareholders, employees, attorneys and agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, each a “ClaimReleasor” and collectively, the “ClaimsReleasors”), in consideration of the making by Cablevision of the Transfers, release, waive and forever discharge Cablevision and its predecessors, Subsidiaries, departments, divisions, sections, successors, Affiliates, heirs, assigns, executors, administrators, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each a “Releasee” and collectively, the “Releasees”) from, and shall, in addition to other obligations under Article III, indemnify and hold harmless all such persons against and from, all Liabilities of every name and nature, in law or equity, known or unknown, suspected or unsuspectedwhich against any Releasee, both at law and in equitya Releasor ever had, which any Loan Party or any of their respective successors, assigns, or other legal representatives may now has or hereafter owncan, holdshall or may have by reason of any matter, have act, omission, conduct, transaction or claim occurrence from the beginning of the world up to have against and including the Releasees or any of them Distribution Date for, upon, or by reason of any circumstanceof, action, cause asserted in or thing whatsoever in relation toarising out of, or in any way in connection with any related to: • The management of the Credit Agreementbusiness and affairs of MSG (and its predecessors, or any of subsidiaries and Affiliates) and the other Loan Documents or transactions thereunder or related thereto which arises at any time MSG Business on or prior to the day and date Distribution Date; • The terms of this AmendmentAgreement, the Ancillary Agreements, the Distribution, the Certificate of Incorporation or the By-Laws of MSG; and • Any other decision that may have been made, or any action taken, relating to MSG (and its predecessors, subsidiaries and Affiliates) or the Distribution.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 4 contracts
Sources: Distribution Agreement (Cablevision Systems Corp /Ny), Distribution Agreement (Madison Square Garden, Inc.), Distribution Agreement (Madison Square Garden, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent and Lenders, in their respective capacities as Administrative Agent and Lenders under the Credit Agreement, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Administrative Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, controversies, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-set off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any such Loan Party or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date that this Amendment is executed by all parties, in each case solely for or on account of or relating to the Credit Agreement, any of the other Loan Documents or the transactions thereunder or related thereto, but not including any Claims based on (i) any unfulfilled Borrowing request that remains outstanding as of the date of this AmendmentAmendment and for which a request for Borrowing has been properly given by Borrower Representative under the Credit Agreement but not yet funded by Lenders, or (ii) checks, wire transfers or other matters which are ancillary to the credit transactions contemplated by the Credit Agreement.
(b) Each Loan Party understands, acknowledges and agrees that the its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 4 contracts
Sources: Credit Agreement (Centerplate, Inc.), Credit Agreement (Centerplate, Inc.), Credit Agreement (Centerplate, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each , for or on account of, or in relation to, or in any way in connection with the Loan Party Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Borrower waives the provisions of California Civil Code section 1542, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Appears in 4 contracts
Sources: Loan and Security Agreement (Oak Street Health, Inc.), Loan and Security Agreement (Oak Street Health, Inc.), Loan and Security Agreement (Oak Street Health, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time prior to the execution of this Amendment, for or on account of, or in relation to, or in any way in connection with any of the Credit Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each Loan Party thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . Borrower agrees that no fact, event, circumstance, evidence or transaction existing prior to the execution of this Amendment which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Borrower waives the provisions of California Civil Code section 1542, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Appears in 4 contracts
Sources: Loan and Security Agreement (Aveo Pharmaceuticals, Inc.), Loan and Security Agreement (Aveo Pharmaceuticals, Inc.), Loan and Security Agreement (Paratek Pharmaceuticals, Inc.)
Release. (a) In consideration of order to induce the agreements of Agent and Lenders contained herein and for other good and valuable considerationPurchaser to enter into this Amendment, the receipt Issuer acknowledges and sufficiency agrees that: (i) the Issuer does not have any claim or cause of which is hereby acknowledged, each Loan Party, on behalf action against the Purchaser (or any of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneysemployees or agents); (ii) the Issuer does not have any offset right, employeescounterclaim, agents right of recoupment or any defense of any kind against the Issuer’s obligations, indebtedness or liabilities to the Purchaser; and other representatives (Agentiii) the Purchaser has heretofore properly performed and satisfied in a timely manner all of its obligations to the Issuer. The Issuer wishes to eliminate any possibility that any past conditions, each Lender acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Purchaser’ rights, interests, contracts, collateral security or remedies. Therefore, the Issuer unconditionally releases, waives and forever discharges (A) any and all such liabilities, obligations, duties, promises or indebtedness of any kind of the Purchaser to the Issuer, except the obligations to be performed by the Purchaser on or after the date hereof as expressly stated in this Amendment, the Purchase Agreement and the other Persons being hereinafter referred to collectively as the “Releasees” Purchase Documents, and individually as a “Releasee”)(B) all claims, of and from all demands, actionsoffsets, causes of action, suitsright of recoupment, controversies, damages and suits or defenses of any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities kind whatsoever (individuallyif any), a “Claim” and collectivelywhether arising at law or in equity, “Claims”) of every name and nature, whether known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party the Issuer might otherwise have against the Purchaser or any of their respective successorsits directors, assignsofficers, employees or other legal representatives may now agents, in either case (A) or hereafter own(B), hold, have or claim to have against the Releasees or any of them for, upon, or by reason on account of any circumstancepast or presently existing condition, actionact, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no factomission, event, circumstancecontract, evidence liability, obligation, indebtedness, claim, cause of action, defense, circumstance or transaction which could now be asserted or which may hereafter be discovered shall affect in matter of any manner the final, absolute and unconditional nature of the release set forth abovekind.
Appears in 4 contracts
Sources: Note Purchase Agreement (Emmis Communications Corp), Note Purchase Agreement (Emmis Communications Corp), Note Purchase Agreement (Emmis Communications Corp)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, successors and assigns, and other legal representativeshereby fully, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Existing Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto (b) Each Loan Party collectively, the “Released Claims”). Borrower waives the provisions of California Civil Code section 1542, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. ▇▇▇▇▇▇▇▇ understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . ▇▇▇▇▇▇▇▇ agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. The provisions of this section shall survive payment in full of the Secured Obligations, full performance of all the terms of this Amendment and the other Loan Documents. In addition to the release contained above, and not in limitation thereof, ▇▇▇▇▇▇▇▇ hereby agrees that it will never prosecute, nor voluntarily aid in the prosecution of, any action or proceeding relating to the Released Claims, whether by claim, counterclaim or otherwise. If, and to the extent that, any of the Released Claims are, for any reason whatsoever, not fully, finally and forever released and discharged pursuant to the terms above, Borrower hereby absolutely and unconditionally grants, sells, bargains, transfers, assigns and conveys to Agent all of the Released Claims and any proceeds, settlements and distributions relating thereto.
Appears in 4 contracts
Sources: Loan and Security Agreement (Bluebird Bio, Inc.), Loan and Security Agreement (Bluebird Bio, Inc.), Loan and Security Agreement (Bluebird Bio, Inc.)
Release. (a) In consideration of the agreements of Administrative Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Partyof Parent and each Subsidiary of Parent, on behalf of itself and itself, its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Administrative Agent, Lenders, ▇▇▇▇▇ Fargo, ▇▇▇▇▇ Fargo Capital Finance, LLC, ▇▇▇▇▇ Fargo Capital Finance, Inc., ▇▇▇▇▇ Fargo Bank, N.A. and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their affiliates, subsidiaries and divisions engaged in the provision of financial services to Borrower and any of its subsidiaries (Administrative Agent, each Lender Lender, ▇▇▇▇▇ Fargo, ▇▇▇▇▇ Fargo Capital Finance, LLC, ▇▇▇▇▇ Fargo Capital Finance, Inc., ▇▇▇▇▇ Fargo Bank, N.A. and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Parent or such Subsidiary or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which has arisen at any time on or prior to the date of this Amendment for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentthereto.
(b) Each Loan Party of Parent and each Subsidiary of Parent understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party of Parent and each Subsidiary of Parent agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 4 contracts
Sources: Credit Agreement (Dialogic Inc.), Credit Agreement (Dialogic Inc.), Credit Agreement (Dialogic Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyEmployee, on behalf of itself Employee and its successorsEmployee’s heirs, spouse, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and other legal representativesabsolutely releases and discharges each member of the Company Group (defined below) and each of its predecessors, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and each of their respective past, present and former shareholdersfuture employees, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersagents, owners, partners, members, equity holders, shareholders, representatives, attorneys, employeesinsurers and benefit plans (collectively, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from all claims, demands, actions, causes of action, suits, controversies, damages and any and all other claimsactions, crossclaims, counterclaims, defensesdemands, rights debts, compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, claims for costs and attorneys’ fees, losses or liabilities of set-off, demands any nature whatsoever in law and liabilities whatsoever (individually, a “Claim” in equity and collectively, “Claims”) of every name and natureany other liabilities, known or unknown, suspected or unsuspectedunsuspected of any nature whatsoever (hereinafter, both at law and in equity, which any Loan Party “Claims”) that Employee has or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any Released Parties from the beginning of them fortime through the date upon which Employee signs this Agreement, uponincluding, or by reason of any circumstance, action, cause or thing whatsoever in relation but not limited to, those Claims: (i) arising from or in any way in connection related to Employee’s employment or termination of employment with any of the Credit Agreement, Released Parties; (ii) arising from or in any way related to any agreement with any of the other Loan Documents Released Parties, including under that certain Employment Agreement to which Employee is a party and pursuant to which this Agreement is being executed and delivered (the “Employment Agreement”); and/or (iii) arising from or transactions thereunder in any way related to awards, policies, plans, programs or related thereto practices of any of the Released Parties that may apply to Employee or in which arises at Employee may participate, in each case, including, but not limited to, (x) any time on Claims for an alleged violation of any federal, state or prior local laws or regulations, to the day extent permitted by applicable law, including, but not limited to, the Age Discrimination in Employment Act, California Civil Code and date the California Fair Employment and Housing Act; (y) any Claims for negligent or intentional infliction of this Amendmentemotional distress, breach of contract, fraud or any other unlawful behavior; and (z) any Claims for wages, commissions, incentive pay, vacation, paid time off, expense reimbursements, severance pay and benefits, retention pay, benefits, notice pay, punitive damages, liquidated damages, penalties, attorneys’ fees, costs and/or expenses. As used herein, “Company Group” means, collectively, QuoteLab, LLC, a Delaware limited liability company (the “Company”), and MediaAlpha, Inc., a Delaware corporation (“Parent”), and each of its subsidiaries.
(b) Each Loan Party understandsEmployee represents that Employee has not made assignment or transfer of any right or Claim covered by this Agreement and Employee represents that Employee is not aware of any such right or Claim. Employee further affirms that he has not filed or caused to be filed, acknowledges and agrees that the release set forth above may be pleaded as presently is not a full and complete defense and may be used as a basis for an injunction party to, any Claim, complaint or action against any action, suit of the Released Parties in any forum or other proceeding form and that he knows of no facts which may be institutedlead to any Claim, prosecuted complaint or attempted in breach action being filed against any of the provisions Released Parties in any forum by Employee or by any agency, group, or class of persons. Employee further affirms that he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act of 1993. If any agency or court assumes jurisdiction of any such releaseClaim, complaint or action against any of the Released Parties on behalf of Employee, Employee will request such agency or court to withdraw the matter.
(c) Each Loan Party agrees Employee understands that no factEmployee may later discover claims or facts that may be different than, eventor in addition to, circumstancethose which Employee now knows or believes to exist with regards to the subject matter of this Agreement, evidence and which, if known at the time of executing this Agreement, may have materially affected this Agreement or transaction which could now be asserted Employee’s decision to enter into it. Employee hereby waives any right or which may hereafter be discovered shall affect in claim that might arise as a result of such different or additional claims or facts, and Employee understands the provisions of California Civil Code Section 1542 and hereby expressly waives any manner the finaland all rights, absolute benefits and unconditional nature protections of the release statute, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
(d) This Agreement is not intended to bar any rights or Claims by Employee (i) that may not be waived by private agreement under applicable law, such as rights or Claims for workers’ compensation or unemployment insurance benefits, (ii) with respect to his rights to “Accrued Obligations” (as defined under the Employment Agreement) and the payments and benefits set forth aboveon Appendix A hereto, (iii) under the Company’s 401(k) plan (if any), (iv) with respect to directors’ and officers’ liability insurance coverage or indemnification rights (if any), (v) arising out of Employee’s rights, if any, in his capacity as a direct or indirect holder of Units (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of QL Holdings LLC (as may be amended from time to time, the “LLC Agreement”)) in accordance with the LLC Agreement and the applicable plan and award agreements evidencing such Units or (vi) arising out of Employee’s rights, if any, as an equityholder of the Company Group and pursuant to any agreement between Employee and any member of the Company Group in respect thereof (including, without limitation, the LLC Agreement; the Stockholders Agreement, dated as of the Effective Date (as defined in the Employment Agreement), by and among Parent and the stockholders party thereto; the Tax Receivables Agreement, dated as of the Effective Date, by and among Parent and QL Holdings LLC, White Mountains Investments (Luxembourg) S.à ▇.▇. and the other parties thereto; the Registration Rights Agreement, dated as of the Effective Date, by and among Parent and certain stockholders party thereto; the Exchange Agreement, dated as of the Effective Date, by and among Parent, QL Holdings LLC, Guilford Holdings, Inc. and the Class B-1 Members of QL Holdings LLC; and the Reorganization Agreement, dated as of the Effective Date, by and among Parent, QL Holdings LLC and the other parties thereto).
(e) Nothing in this Agreement is intended to prohibit or restrict Employee’s right to file a charge with, or participate in a charge by, the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing; provided, however, that Employee hereby waives the right to recover any monetary damages or other relief against any Released Parties. Nothing in this Agreement shall prohibit Employee from receiving any monetary award to which Employee becomes entitled pursuant to Section 922 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.
Appears in 4 contracts
Sources: Employment Agreement (MediaAlpha, Inc.), Employment Agreement (MediaAlpha, Inc.), Employment Agreement (MediaAlpha, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and the making of loans by or on behalf of Agent and Lenders to Borrowers pursuant to the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, Borrower on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (the “Releasing Parties”), hereby hereby, jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assignseach Lender, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their respective successors and assigns (Agent, each Lender and all such other Persons parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, matured or unmatured, asserted or unasserted, fixed or contingent, foreseen or unforeseen and anticipated or unanticipated, which any Loan Releasing Party or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, actionnature, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) , in relation to, or in any way in connection with the Credit Agreement, as amended and supplemented through the date hereof, this Amendment and the other Loan Documents. Each Loan Releasing Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner . It is the final, absolute and unconditional nature intention of the Releasing Parties that the above release set forth aboveshall be effective as a full and final release of each and every matter specifically and generally referred to above clause (a). Each Releasing Party acknowledges and represents that it has been advised by independent legal counsel with respect to the agreements contained herein and with respect to the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR OR RELEASEE.” Each Releasing Party, being aware of said code section, expressly waives on its own behalf and on behalf of those for which such Releasing Party is giving the release, any and all rights either may have thereunder, as well as under any other statute or common law principle of similar effect, with respect to any of the matters released herein. This release shall act as a release of all included claims, rights and causes of action, whether such claims are currently known, unknown, foreseen or unforeseen and regardless of any present lack of knowledge as to such claims. Each Releasing Party understands and acknowledges the significance and consequence of this waiver of California Civil Code Section 1542, and hereby assumes full responsibility for any injuries, damages, losses or liabilities released herein.
Appears in 4 contracts
Sources: Credit Agreement (Alto Ingredients, Inc.), Credit Agreement (Alto Ingredients, Inc.), Credit Agreement (Pacific Ethanol, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and LendersLender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) , including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of Borrower waives the provisions of such release.
(c) Each Loan Party agrees that no factCalifornia Civil Code section 1542, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.states:
Appears in 4 contracts
Sources: Loan and Security Agreement (BridgeBio Pharma, Inc.), Loan and Security Agreement (BridgeBio Pharma, Inc.), Loan and Security Agreement (BridgeBio Pharma, Inc.)
Release. (a) In consideration of the agreements of Agent and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyParty by its execution of this Amendment, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and the Lenders, and their successors and permitted assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-offsetoff, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any such Loan Party or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, Agreement or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentthereto.
(b) Each Loan Party by its execution of this Amendment understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 4 contracts
Sources: Credit and Guaranty Agreement (FiscalNote Holdings, Inc.), Credit and Guaranty Agreement (FiscalNote Holdings, Inc.), Credit and Guaranty Agreement (FiscalNote Holdings, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, Borrower and Parent, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower and Parent, or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of with, the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day thereto. Borrower and date of this Amendment.
(b) Each Loan Party understandsParent understand, acknowledges acknowledge and agrees agree that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees . Borrower and Parent agree that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 4 contracts
Sources: Credit Agreement (RedHill Biopharma Ltd.), Credit Agreement (RedHill Biopharma Ltd.), Credit Agreement (RedHill Biopharma Ltd.)
Release. (a) In consideration of the agreements of Collateral Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Collateral Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each , including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Party Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 4 contracts
Sources: Loan and Security Agreement (Ardelyx, Inc.), Loan and Security Agreement (Ardelyx, Inc.), Loan and Security Agreement (Ardelyx, Inc.)
Release. (ai) In consideration of the agreements of Agent and Lenders the Fifth Third Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each of the Loan PartyParties, on behalf of itself and its successors, successors and assigns, and its present and former members, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other legal representativesrepresentatives (each Loan Party and all such other Persons being hereinafter referred to collectively as the "Releasing Parties" and individually as a "Releasing Party"), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lendersthe Fifth Third Parties, and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents agents, legal representatives and other representatives (Agent, each Lender the Fifth Third Parties and all such other Persons being hereinafter referred to collectively as the “"Releasees” " and individually as a “"Releasee”"), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “"Claim” " and collectively, “"Claims”") of every name kind and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which any Loan Releasing Party or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Credit this Agreement, or the Loan Agreements, the Lease Agreements, the Guarantees, any of the other Loan Documents or any of the transactions thereunder hereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentthereunder.
(bii) Each Loan Party understandsParties understand, acknowledges acknowledge and agrees agree that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(ciii) Each Loan Party agrees Parties agree that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 4 contracts
Sources: Fourth Forbearance Agreement and Amendment (Global Axcess Corp), Forbearance Agreement (Global Axcess Corp), Forbearance Agreement (Global Axcess Corp)
Release. (a) In consideration of the agreements of Agent and Lenders Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releasesrelease, remises remise and forever discharges Agent and Lendersdischarge Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name kind and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which any Loan Party Borrower or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of this Amendment, the Credit Loan Agreement, or any of the other Loan Other Documents or transactions hereunder or thereunder other than Claims caused by or related thereto which arises at any time on resulting from the willful misconduct, bad faith or prior to gross negligence of the day and date of this Amendmentapplicable Releasee.
(b) Each Loan Party Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 4 contracts
Sources: Loan and Security Agreement (Sri Surgical Express Inc), Loan and Security Agreement (Sri Surgical Express Inc), Loan and Security Agreement (Sri Surgical Express Inc)
Release. (a) In consideration of the agreements of Agent and Lenders Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent Lender and Lenders, and their its successors and assigns, and their its present and former shareholders, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each , including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Party Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Loan and Security Agreement (Wave2Wave Communications, Inc.), Loan and Security Agreement (Wave2Wave Communications, Inc.), Loan and Security Agreement (Wave2Wave Communications, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) , including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Loan Party Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) . Each Loan Party Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.. Borrower waives the provisions of California Civil Code section 1542, which states:
Appears in 3 contracts
Sources: Loan and Security Agreement (Fuelcell Energy Inc), Loan and Security Agreement (Fuelcell Energy Inc), Loan and Security Agreement (Fuelcell Energy Inc)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyThe Investor, on behalf of itself and on behalf of its successorsrespective Representatives, assignsAffiliates (excluding the Company and its Subsidiaries), assigns and other legal representativessuccessors and any and all persons or entities claiming by or through any of the foregoing (collectively, the “Investor Releasing Parties”), hereby absolutely, irrevocably and unconditionally and irrevocably releases, remises waives and forever discharges Agent fully and Lendersfinally to the fullest extent permitted by Law, the Company, its Subsidiaries and each of their respective current Representatives, assigns and successors and assigns(collectively, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Released Parties”), of from any and from all demands, actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, damages agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and any demands of every kind and all other claimsnature whatsoever, counterclaimswhether now known or unknown, defensesforeseen or unforeseen, rights of set-offmatured or unmatured, demands and liabilities whatsoever suspected or unsuspected, in law, admiralty, or equity (individually, a “Claim” and collectively, “Claims”) of every name and nature, known that such Investor Releasing Party has or unknown, suspected or unsuspected, both at law and may have in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them future for, upon, or by reason of any circumstance, actionmatter, cause or thing whatsoever from the beginning of time through the date hereof, except for any Claims arising under (i) this Agreement or any other agreement entered into on the Effective Date between the Investor, on the one hand, and any of the Company and/or any of its Subsidiaries, on the other hand, and any of the transactions contemplated hereunder or thereunder and/or (ii) matters not disclosed in relation writing (which for these written disclosure purposes, shall include any filing on or furnishing to the United States Securities & Exchange Commission’s Electronic Data Gathering, Analysis, and Retrieval (▇▇▇▇▇) system) by any of the Group Companies to any of the Investors prior to the date hereof ((i) and (ii), collectively, the “Excluded Claims”). The Investor shall not, and shall cause each of the Investor Releasing Parties not to, commence or institute any Claims, including any legal actions, litigation, arbitration or any other legal proceedings of any kind whatsoever, in law or equity, or assert any way Claim, demand, action or cause of action against any of the Company Released Parties, arising under or in connection with any matter, cause or thing whatsoever from the beginning of time through the Credit Agreementdate hereof, or except for any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this AmendmentExcluded Claims.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Subscription Agreement (Procaps Group, S.A.), Subscription Agreement (Procaps Group, S.A.), Subscription Agreement (Procaps Group, S.A.)
Release. (a) In exchange for the payments and other consideration of the agreements of Agent under this Agreement, to which you would not otherwise be entitled, and Lenders contained herein and for other good and valuable considerationexcept as otherwise set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, each Loan Partyyou, on behalf of itself yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives affiliates (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Parties”), ) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, controversiescosts, damages expenses, attorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties: • has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing; • has discriminated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other protected category in violation of any local, [Name] [Date] state or federal law, constitution, ordinance, or regulation, including but not limited to: Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. 1981), the Civil Rights Act of 1991, the Genetic Information Nondiscrimination Act, Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination against the disabled, the Age Discrimination in Employment Act (ADEA), which prohibits discrimination based on age, the Older Workers Benefit Protection Act, the National Labor Relations Act, the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the anti-retaliation provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, or any other federal or state law regarding whistleblower retaliation; the Massachusetts Fair Employment Practices Act (M.G.L. c. 151B), the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Privacy Statute, the Massachusetts Sick Leave Law, the Massachusetts Civil Rights Act, all as amended, and any and all other claimsfederal, counterclaimsstate or local laws, defensesrules, rights of set-offregulations, demands and liabilities whatsoever (individuallyconstitutions, a “Claim” and collectivelyordinances or public policies, “Claims”) of every name and nature, whether known or unknown, suspected or unsuspectedprohibiting employment discrimination; • has violated any employment statutes, both at law and in equitysuch as the WARN Act, which requires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974 (ERISA) which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, which regulates wage and hour matters; the National Labor Relations Act, which protects forms of concerted activity; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; the Fair Credit Reporting Act, the Employee Polygraph Protection Act, the Massachusetts Payment of Wages Act (M.G.L. c. 149 sections 148 and 150), the Massachusetts Overtime regulations (M.G.L. c. 151 sections 1A and 1B), the Massachusetts Meal Break regulations (M.G.L. c. 149 sections 100 and 101), all as amended, and any Loan Party and all other federal, state or local laws, rules, regulations, constitutions, ordinances or public policies, whether known or unknown relating to employment laws, such as veterans’ reemployment rights laws; • has violated any other laws, such as federal, state, or local laws providing workers’ compensation benefits, restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state or local laws providing recourse for alleged wrongful discharge, retaliatory discharge, negligent hiring, retention, or supervision, physical or personal injury, emotional distress, assault, battery, false imprisonment, fraud, negligent misrepresentation, defamation, intentional or negligent infliction of emotional distress and/or mental anguish, intentional interference with contract, negligence, detrimental reliance, loss of consortium to you or any member of their respective successorsyour family, assignswhistleblowing, and similar or related claims. [Name] [Date] Notwithstanding the foregoing, other than events expressly contemplated by this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed or your right to enforce this Agreement and you are not releasing any right of indemnification you may have for any liabilities arising from your actions within the course and scope of your employment with the Company {or within the course and scope of your role as a member of the Board of Directors and/or officer of the Company}]. Also excluded from this Agreement are any Claims which cannot be waived by law, including, without limitation, any rights you may have under applicable workers’ compensation laws and your right, if applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. Nothing in this Agreement shall prevent you from filing, cooperating with, or other legal representatives may now participating in any proceeding or hereafter owninvestigation before the Equal Employment Opportunity Commission, holdUnited States Department of Labor, have or claim to have against the Releasees National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any of them for, uponother federal government agency, or by reason of any circumstance, action, cause similar state or thing whatsoever in relation tolocal agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any way investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in connection with any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Credit Agreement, Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or any plan or agreement related to equity ownership in the Company; however, it does waive, release and forever discharge Claims existing as of the other Loan Documents date you execute this Agreement pursuant to any such plan or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentagreement.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Employment Agreement (Proteostasis Therapeutics, Inc.), Employment Agreement (Proteostasis Therapeutics, Inc.), Employment Agreement (Proteostasis Therapeutics, Inc.)
Release. (a) In consideration The Company represents to each of the agreements Seller Parties and the Purchaser that it presently has no claim, demand, defense, right of Agent and Lenders contained herein and for other good and valuable considerationsetoff or counterclaim of any kind or nature whatsoever against any (x) Seller Party, the receipt Purchaser or any of their respective Affiliates, direct and sufficiency indirect parents, divisions, subsidiaries, members, shareholders, partners, managers, participants, predecessors, successors, and assigns, (y) any of which is hereby acknowledgedthe respective current and former directors, officers, managers, employees, advisors, attorneys, agents and representatives of the Persons described in the foregoing clause (x), and each Loan of the respective predecessors, successors, heirs, and assigns of the Persons described in the foregoing clauses (x) and (y) (individually and collectively, the “Released Parties”), nor will the Company or any of its Affiliates bring any such claim, demand, defense, right of setoff or counterclaim of any kind or nature whatsoever against any Released Party, in the future, with respect to this Agreement or any Equity Document or the obligations thereunder or hereunder or in connection therewith or herewith, with respect to any action previously taken or not taken, or taken or not taken in the future by any Release Party relating thereto, or with respect to any Lien, Collateral (as defined in the Debt Sale Documents) or third party collateral securing any liabilities, obligations or indebtedness under any agreement between the Company and/or any of its Affiliates, on behalf of itself and its successors, assignsthe one hand, and any Seller Party, the Purchaser or any of their respective Affiliates, on the other legal representativeshand (excluding, hereby absolutelyin each case, unconditionally the Business Combination Agreement and irrevocably releasesany other agreements and documents contemplated thereby). Without limiting the generality of the foregoing, remises the Company and forever discharges Agent each of its Affiliates, together with each of its direct and Lendersindirect parents, and their divisions, subsidiaries, affiliates, members, managers, participants, predecessors, successors and assigns, and each of their present respective current and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneysshareholders, employeesmembers, managers, partners, agents and other representatives employees, and each of their respective predecessors, successors, heirs and assigns (Agentindividually and collectively, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Releasing Parties”), each intending to be legally bound, hereby voluntarily, intentionally and knowingly releases and forever waives and discharges each of the Released Parties from any and from all possible claims, counterclaims, crossclaims, demands, actions, causes of action, suitsdamages, controversiescosts, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands expenses and liabilities whatsoever whatsoever, or any other bar to the enforcement of this Agreement or any Equity Document, whether known or unknown, matured or unmatured, anticipated or unanticipated, suspected or unsuspected, vested, fixed, contingent or conditional, at law or in equity (individually, a “Claim” individually and collectively, “Claims”) of every name and nature), known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or that any of their respective successors, assigns, or other legal representatives the Company Releasing Parties may now or hereafter ownhave, holdif any, have or claim to have against the Releasees or any of them forthe Released Parties, uponirrespective of whether any such Claims arise out of contract, tort, violation of law or regulations, or by reason of any circumstanceotherwise, actionincluding arising directly or indirectly from, cause or thing whatsoever in relation to, or in any way in connection with or with respect to any prior or existing agreements by among the Company Releasing Parties and the Released Parties (for the avoidance of doubt, including any Equity Document, but excluding the Business Combination Agreement and any other agreements and documents contemplated thereby), the exercise of any rights and remedies under any of the Credit Equity Documents, the negotiation for and execution of this Agreement, including any contracting for, charging, taking, reserving, collecting or any receiving interest in excess of the highest lawful rate applicable, and the Company and each of its Affiliates, for itself and the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior Company Releasing Parties, waives all defenses with respect to the day and date of this Amendment.
(b) Each Loan enforcement by any Released Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovein this Section 4(b). Each of the Company Releasing Parties waives the benefits of any law, which may provide in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release, which if known by it must have materially affected its settlement with the debtor.” Each of the Company Releasing Parties understands that the facts which it believes to be true at the time of making the release provided for herein may later turn out to be different than it now believes, and that information which is not now known or suspected may later be discovered. Each of the Company Releasing Parties accepts this possibility, and each of them assumes the risk of the facts turning out to be different and new information being discovered; and each of them further agrees that the release provided for herein shall in all respects continue to be effective and not subject to termination or rescission because of any difference in such facts or any new information. Each of the Company and its Affiliates further represents that it has been represented by counsel which it has selected or has had the opportunity to be represented by such counsel, and that it is fully apprised of the consequences of its undertaking under this Section 4(b).
Appears in 3 contracts
Sources: Stock Purchase Agreement (Simplify Inventions, LLC), Stock Purchase Agreement (Simplify Inventions, LLC), Stock Purchase Agreement (B. Riley Financial, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and the Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, controversies, controversies and damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party such Borrower or any of their its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause action or thing whatsoever in relation to, inaction of any Releasee which has occurred or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement or any of the other Loan Documents or transactions thereunder or related thereto.
(b) Each Loan Party Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Loan and Security Agreement (Power Solutions International, Inc.), Loan and Security Agreement (Power Solutions International, Inc.), Loan and Security Agreement (Power Solutions International, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each , for or on account of, or in relation to, or in any way in connection with the Loan Party and Security Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Loan and Security Agreement (Petros Pharmaceuticals, Inc.), Loan and Security Agreement (Petros Pharmaceuticals, Inc.), Loan and Security Agreement (Petros Pharmaceuticals, Inc.)
Release. (a) In consideration By execution of the agreements this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of Agent and Lenders contained herein and for other good and valuable considerationaction, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the receipt Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and sufficiency of which is hereby acknowledgedirrevocably, each Loan Partywith specific and express intent, for and on behalf of itself and itself, its successorsmanagers, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessorsmembers, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employees, agents Affiliates, agents, representatives, successors, assigns, accountants and other representatives attorneys (Agentcollectively, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” Indemnified Persons”) and individually as a any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “ReleaseeReleased Parties”), of and from any and all demands, actions, causes of action, suitsdamages, controversies, damages and any and all other claims, counterclaimsobligations, defensesliabilities, rights costs, expenses and demands of set-offany kind whatsoever, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which any Loan Party matured or unmatured, vested or contingent, that any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have the Releasing Parties has against the Releasees or any of them forthe Released Parties, uponarising out of or relating to this Agreement, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents Documents, or transactions thereunder any Transaction, which Releasing Parties ever had or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction now have against any actionReleased Party, suit including, without limitation, any presently existing claim or other proceeding which may be instituteddefense whether or not presently suspected, prosecuted contemplated or attempted in breach of the provisions of such releaseanticipated.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Forbearance Agreement (TRANS LUX Corp), Forbearance Agreement (TRANS LUX Corp), Forbearance Agreement and Amendment to Credit and Security Agreement (Hooper Holmes Inc)
Release. (a) In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each , for or on account of, or in relation to, or in any way in connection with the Loan Party Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Loan and Security Agreement (uniQure N.V.), Loan and Security Agreement (Phathom Pharmaceuticals, Inc.), Loan and Security Agreement (uniQure N.V.)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, subsidiaries divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party a Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) , including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Loan Party Borrower waives the provisions of California Civil Code section 1542, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) . Each Loan Party Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. The provisions of this section shall survive payment in full of the Secured Obligations, full performance of all the terms of this Amendment and the other Loan Documents.
Appears in 3 contracts
Sources: Loan and Security Agreement (Yumanity Therapeutics, Inc.), Loan and Security Agreement (Yumanity Therapeutics, Inc.), Loan and Security Agreement (Yumanity Therapeutics, Inc.)
Release. (a) The matters set forth in this Amendment Agreement have been agreed to by the undersigned Holders as an accommodation to the Company. In consideration of such accommodation, and acknowledging that the agreements of Agent and Lenders contained herein Holders will be specifically relying on the following provisions as a material inducement in entering into this Amendment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Partythe Company, on behalf of itself and each of its successors, assignsSubsidiaries and Affiliates, and other legal representativesall of the successors and assigns of each of the foregoing (collectively, the “Releasors”), hereby absolutelycompletely, voluntarily, knowingly, unconditionally and irrevocably releases, remises releases and forever discharges Agent and Lenders, each of the Holders and their successors and assignsrespective agents, and their present and former shareholderspartners, affiliatesservants, subsidiaries, divisions, predecessorsemployees, directors, officers, attorneys, employeesaccountants, agents consultants, advisors, professionals, principals, trustees, representatives, receivers, trustees, affiliates, subsidiaries and other representatives (Agentshareholders, each Lender affiliate of the foregoing and all such other Persons being hereinafter referred to collectively as of their respective predecessors, successors and assigns (collectively, the “Releasees” and individually as a “Releasee”), of from any and from all demandsclaims, actions, suits, damages, losses, obligations, remedies, causes of action, suitsand other liabilities, controversiesincluding, damages and without limitation, any and all other claims, counterclaims, defenses, rights of setso-off, demands and liabilities whatsoever called “lender liability” claims or defenses (individually, a “Claim” and collectively, “Claims”) of every name ), whether arising in contract or in tort and naturewhether at law or in equity, whether known or unknown, suspected or unsuspectedclaimed, both at law and in equitymatured or contingent, liquidated or unliquidated, which any Loan Party of the Releasors ever had, now has or hereinafter can, shall or may have against any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, upon or by reason of any circumstance, actionmatter, cause or thing whatsoever that shall have occurred on or prior to the date of this Amendment Agreement, in relation any way concerning, relating to, or in any way in connection with arising from (a) the Note Purchase Agreement, the Notes, any of the Credit Agreementother agreements, documents, or instruments executed and delivered in connection therewith, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
obligations thereunder, (b) Each Loan Party the financial condition, business operations, business plans, prospects or creditworthiness of the Company and its Subsidiaries, and/or (c) the negotiation, documentation and execution of this Amendment Agreement and any documents relating hereto. This release shall be and remain in full force and effect notwithstanding the discovery by any Releasor after the date hereof (w) of any new or additional claim against any Releasee, (x) of any new or additional facts in any way relating to the subject matter of this release, (y) that any fact relied upon by it was incorrect or (z) that any representation made by any Releasee was untrue. The Company, on behalf of itself and the other Releasors, acknowledges and agrees that this release is intended to, and does, fully, finally and forever release all matters described in this Section 4.8, notwithstanding the existence or discovery of any such new or additional Claims or facts, incorrect facts, misunderstanding of law or misrepresentation. The Company, on behalf of itself and the other Releasors, covenants and agrees not to, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against any of the Releasees any action or other proceeding based upon any of the Claims released hereby. Notwithstanding the foregoing, in no event shall the foregoing be interpreted, construed or otherwise deemed as an admission or suggestion by the Holders of any wrongdoing or liability owed to the Company or any other Person. The Company, on behalf of itself and the other Releasors, understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees . The Company, on behalf of itself and the other Releasors, hereby acknowledges that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature they collectively have been advised by legal counsel of the release set forth abovemeaning and consequences of this release.
Appears in 3 contracts
Sources: Master Note Purchase Agreement (Polaris Inc.), Master Note Purchase Agreement (Polaris Inc.), Master Note Purchase Agreement (Polaris Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Party, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) , including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) . Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Axovant Sciences Ltd.), Loan and Security Agreement (Axovant Sciences Ltd.)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartySeller, on behalf of itself and its successors, assigns, and other legal representativesany Affiliate controlled by Seller, hereby absolutely(a) fully settles, unconditionally and irrevocably releases, remises releases and forever discharges Agent Acquiror and Lenders, its Affiliates (including Company and each of its Subsidiaries after the Closing) and their successors and assignsrespective Related Persons (collectively, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender the “Released Persons”) from any and all such other Persons being hereinafter referred to collectively as any or all of the “Releasees” and individually as a “Releasee”), of and from all demands, following: actions, causes of actionaction (in law or in equity), suits, controversiesdebts, damages and any and all other liens, agreements, promises, liabilities, claims, counterclaims, defensescross-claims, rights demands, damages, losses, attorneys or consultants fees, costs or expenses, of set-off, demands and liabilities any nature whatsoever (individuallyincluding but not limited to, a “Claim” and collectivelydirect, “Claims”) of every name and natureindirect, consequential, exemplary, special or punitive); whether known or unknown, suspected or unsuspected, both at law fixed or contingent, and whether founded in equitytort, which contract, statute, common law, administrative regulation, or any Loan Party duties arising thereunder or otherwise (including contribution) (“Claims”, each a, “Claim”); provided that with respect to Related Persons, Claims shall include any Claim arising out of, based upon, or relating, in whole or in part, to Acquiror and its Affiliates or any of their respective successorsbusinesses; and provided, assignsfurther, or other legal representatives may now or hereafter own, hold, have or claim to have against that the Releasees Claims shall not include any Claims of Seller or any of them forits Affiliates arising out of or related to this Agreement or any other transaction documents and (b) covenants not to ▇▇▇ or otherwise assert in any forum any Claim against any Released Person, in the case of (a) and (b), arising out of based upon, or by reason of relating to any circumstanceact, actionomission, cause event, condition or thing whatsoever in relation to, circumstance occurring or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises existing at any time on or prior to the day Closing Date in respect of the Business and date the consummation of the transaction contemplated hereunder. This Section 5.7 covers, among other things, Claims which are unknown or unsuspected. Seller acknowledges that it is aware that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this AmendmentSection 5.7, but Seller agrees to remain bound hereby and hereby fully releases all Claims without regard to the subsequent discovery or existence of different or additional facts and waives the protection of any statute or doctrine limiting a release of unknown or unsuspected Claims.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Pinafore Holdings B.V.), Stock Purchase Agreement (Gates Global Inc.), Stock Purchase Agreement (Pinafore Holdings B.V.)
Release. (a) In consideration of the agreements of Agent, Revolving Agent and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, respective successors and assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent, Revolving Agent and the Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Revolving Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “"Releasees” " and individually as a “"Releasee”"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “"Claim” " and collectively, “"Claims”") of every name and nature, known or unknown, suspected or unsuspectedas of the date of this Amendment, both at law and in equity, which any such Loan Party Party, or any of their its respective successors, assigns, successors or other legal representatives assigns may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, in each case for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at thereto, except with respect to any time on or prior Claim against any Releasee not known to the day and date of this Amendment.
(b) Each a Loan Party understands, acknowledges and agrees on the date hereof that a court of competent jurisdiction finally determines to have resulted from the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit gross negligence or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions willful misconduct of such releaseReleasee or its officers, directors, employees, attorneys or agents.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Credit Agreement (Comtech Telecommunications Corp /De/), Credit Agreement (Comtech Telecommunications Corp /De/), Credit Agreement (Comtech Telecommunications Corp /De/)
Release. (a) In consideration of the agreements of Administrative Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan Partythe Borrower, on behalf of itself itself, the other Loan Parties and its and their successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent and Lenderseach Lender, and its and their successors and assigns, and its and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Administrative Agent, each the Lender and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-offset‑off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which the Borrower, any other Loan Party or any of its or their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Existing Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to (collectively, the day and date of this Amendment.
(b) Each Loan Party “Released Claims”). The Borrower understands, acknowledges and agrees that the release set forth above (the “Release”) may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . The Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Without the generality of the foregoing, the Borrower hereby waives the provisions of any statute or doctrine that prevents a general release from extending to claims unknown by the releasing party. The Borrower acknowledges that the agreements in this Section are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Claims. The Borrower acknowledges that the Release constitutes a material inducement to Administrative Agent and the Lenders to enter into this Amendment and that Administrative Agent and the Lenders would not have done so but for Administrative Agent’s and the Lenders’ expectation that the Release is valid and enforceable in all events. Notwithstanding the foregoing Section 6(c), nothing in this Amendment is intended to, and shall not, release the Borrower’s rights and obligations under this Amendment or bar the Borrower from seeking to enforce or effectuate this Amendment.
Appears in 3 contracts
Sources: Credit Agreement (SatixFy Communications Ltd.), Credit Agreement (SatixFy Communications Ltd.), Credit Agreement (SatixFy Communications Ltd.)
Release. (a) In consideration of, among other things, the forbearance provided for herein, each of the agreements of Agent Debt Parties (on its own behalf and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successorsRelated Parties) hereby voluntarily, assignsintentionally, knowingly, absolutely, unconditionally, and other legal representatives, hereby absolutely, unconditionally and irrevocably forever releases, remises and forever discharges Agent and Lenderswaives, remits, acquits, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, controversies, damages and discharges any and all other Claims (as defined in the Mutual Lender Release) (including cross-claims, counterclaims, defenses, rights of set-offsetoff and recoupment, demands challenges to any Lien or debt, and liabilities whatsoever claims that have arisen in connection with this Forbearance Agreement and the Initial Transactions), that it now has (individuallyother than gross negligence, willful misconduct, or actual fraud, as determined by a “Claim” final order of a court of competent jurisdiction), against any Agent and/or any Lender (in their respective capacities as such, as beneficial holders of the Notes issued under the Indentures, and collectivelyas potential sources of other support or financing) and any of their respective subsidiaries and affiliates, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or any each of their respective successors, assigns, officers, directors, employees, agents, attorneys, advisors, representatives, and other Related Parties (collectively, the “Released Parties”); provided, that the foregoing sentence is limited to claims based in whole or other legal representatives may now or hereafter ownin part on facts, hold, have or claim to have against the Releasees or any of them for, uponevents, or by reason conditions which arise out of any circumstanceor are related to the Company (including the Cases, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, the Indentures, the other Debt Documents, the Collateral, any future Insolvency or any Liquidation Proceeding, and the Initial Transactions) (collectively, the “Released Claims”). Each of the other Loan Documents Debt Parties (on its own behalf and on behalf of its Related Parties) further agrees and covenants to refrain from commencing, instituting, or transactions thereunder prosecuting, or related thereto which arises at supporting any time on Person that commences, institutes, or prior to the day and date of this Amendment.
(b) Each Loan Party understandsprosecutes, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any lawsuit, action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such releaseagainst any and all Released Parties with respect to any and all Released Claims.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Forbearance Agreement and First Omnibus Amendment to Credit Agreement and Loan Documents (Endurant Capital Management LP), Forbearance Agreement and First Omnibus Amendment to Credit Agreement and Loan Documents (TENOR CAPITAL MANAGEMENT Co., L.P.), Forbearance Agreement and First Omnibus Amendment to Credit Agreement and Loan Documents (DG Capital Management, LLC)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein AMC agrees that for itself and for other good its predecessors, Subsidiaries (including for this purpose any Subsidiary of AMC that is also a Subsidiary of Cablevision), departments, divisions and valuable considerationsections and for their successors, the receipt and sufficiency Affiliates (including for this purpose any Subsidiary of which AMC that is hereby acknowledgedalso a Subsidiary of Cablevision), each Loan Party, on behalf of itself and its successorsheirs, assigns, and other legal representativesexecutors, hereby absolutelyadministrators, unconditionally and irrevocably releasespartners, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officers, attorneysshareholders, employees, attorneys and agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, each a “ClaimReleasor” and collectively, the “ClaimsReleasors”), in consideration of the making by Cablevision of the Transfers, release, waive and forever discharge Cablevision and its predecessors, Subsidiaries, departments, divisions, sections, successors, Affiliates, heirs, assigns, executors, administrators, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each a “Releasee” and collectively, the “Releasees”) from, and shall, in addition to other obligations under Article III, indemnify and hold harmless all such persons against and from, all Liabilities of every name and nature, in law or equity, known or unknown, suspected or unsuspectedwhich against any Releasee, both at law and in equitya Releasor ever had, which any Loan Party or any of their respective successors, assigns, or other legal representatives may now has or hereafter owncan, holdshall or may have by reason of any matter, have act, omission, conduct, transaction or claim occurrence from the beginning of the world up to have against and including the Releasees or any of them Distribution Date for, upon, or by reason of any circumstanceof, action, cause asserted in or thing whatsoever in relation toarising out of, or in any way in connection with any related to: • The management of the Credit Agreementbusiness and affairs of AMC (and its predecessors, or any of Subsidiaries and Affiliates) and the other Loan Documents or transactions thereunder or related thereto which arises at any time AMC Business on or prior to the day and date Distribution Date; • The terms of this Amendment.
Agreement, the Ancillary Agreements, the Distribution, the Standalone Financing, the Certificate of Incorporation or the By-Laws of AMC; • The terms of the AMC Financing and the Contribution and any agreements or other documents entered into in connection therewith or relating thereto; and • Any other decision that may have been made, or any action taken, relating to AMC (band its predecessors, subsidiaries and Affiliates) or the Distribution and the Standalone Financing. The term “Releasee” is expressly intended to include any person who served as an incorporator, director, officer, employee, agent or attorney of AMC on or prior to the Distribution Date at the request of Cablevision. Each Loan Party understandsReleasor expressly covenants and agrees never to institute, acknowledges or participate (including as a member of a class) in, any Action against any Releasee, in any court or forum, directly or indirectly, regarding or relating to the matters released through this Release, and further covenants and agrees that this Release is a bar to any such Action. For the release set forth above may avoidance of doubt, the purpose of this Section 2.14 is to make clear the intent of the Parties that, following the Distribution Date, the only Liability that any Releasee shall have to any Releasor shall be pleaded its obligation to perform its obligations under and pursuant to the terms of this Agreement, the Ancillary Agreements and any other agreements to which the Releasee and the Releasor are parties and there shall be no liability in respect of any event, occurrence, action or inaction on or prior to the Distribution Date. This Release shall not extend to any liabilities owed by a Releasee to a Releasor in the Releasor’s capacity as a full and complete defense and may be used as a basis for an injunction against any actiondirector, suit officer, employee or other proceeding Representative or shareholder of Releasee nor shall it release any Liabilities or obligations under this Agreement or any Ancillary Agreements or any other agreements to which may be instituted, prosecuted or attempted in breach of the provisions of such releaseReleasee and the Releasor are parties.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Distribution Agreement (AMC Networks Inc.), Distribution Agreement (Cablevision Systems Corp /Ny), Distribution Agreement (AMC Networks Inc.)
Release. (a) In consideration of the agreements of Agent Borrower hereby absolutely and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Agent and LendersLender, and their any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assignsassigns thereof, and their together with all of the present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agentemployees of any of the foregoing, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaimsdemands, defensesdebts, rights liabilities, obligations, promises, acts agreements, costs and expenses, or causes of set-offaction of any kind, nature or description, whether arising in law or equity or upon contract or tort under any state or federal law or otherwise, which Borrower has had or now has against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement, whether such claims, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) causes of every name and natureaction are matured or unmatured, known or unknown, suspected or unsuspected, both at law absolute or contingent (collectively, the “Released Claims”). Without limiting the foregoing, the Released Claims shall include any and in equity, which any Loan Party all liabilities or any claims arising out of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way manner whatsoever connected with or related to the Loan Documents, the recitals hereto, any instruments, agreements or documents executed in connection with any of the Credit Agreementforegoing or the origination, or negotiation, administration, servicing and/or enforcement of any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each Loan Party understands, foregoing. Borrower hereby further acknowledges and agrees that as of the date hereof they have no existing defenses to the enforcement of any of the Loan Documents and to the extent that any exist as of the date hereof, each of them are hereby absolutely and forever waived. By entering into this release, Borrower recognizes that no facts or representations are ever absolutely certain and it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true, but that it is the intention of Borrower hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected; accordingly, if Borrower should subsequently discover that any fact that it relied upon in entering into this release was untrue, or that any understanding of the facts was incorrect, Borrower shall not be entitled to set forth above aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made by Bank with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights. This release may be pleaded as a full and complete defense and may be used and/or as a basis for an injunction cross-complaint or counterclaim against any action, suit suit, or other proceeding which that may be instituted, prosecuted or attempted in breach of the provisions of such this release.
(c) Each Loan Party agrees . Borrower acknowledges that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovecontained herein constitutes a material inducement to Bank to enter into this Agreement, and that Bank would not have done so but for Bank’s expectation that such release is valid and enforceable in all events.
Appears in 3 contracts
Sources: Credit Agreement (Maxwell Technologies Inc), Forbearance Agreement (Maxwell Technologies Inc), Credit Agreement (Maxwell Technologies Inc)
Release. (a) In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each , for or on account of, or in relation to, or in any way in connection with the Loan Party Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Loan and Security Agreement (Exicure, Inc.), Loan and Security Agreement (Exicure, Inc.), Loan and Security Agreement (Exicure, Inc.)
Release. (a) In consideration of the covenants and agreements of Agent and Lenders contained herein the members of the Pacholder Group herein, TSP, for itself, in its capacity as a shareholder of the Company, and for other good and valuable considerationits respective members, the receipt and sufficiency of which is hereby acknowledgedofficers, each Loan Partyemployees, on behalf of itself and its successorsaffiliates, assignsagents, and other legal representatives, successors and assigns (with TSP, the "TSP Parties"), hereby absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Agent each member of the Pacholder Group and Lenderseach of his or her respective affiliates, and their heirs, agents, legal representatives, successors and assignsassigns (with each member of the Pacholder Group, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”"Released Pacholder Parties"), of and from any and all debts, demands, actions, causes of action, suits, controversiesproceedings, damages and any and all other claimsagreements, counterclaimscontracts, defensesjudgments, rights of set-offdamages, demands accounts, reckonings, executions, claims and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, whether known or unknown, suspected whether or unsuspectednot founded in fact or in law, both at and whether in law and in equityor equity or otherwise, which any Loan Party or any of their respective successorsthe TSP Parties ever had, assignsnow has, or other legal representatives can, shall or may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, for or by reason of any circumstance, actionmatter, cause or thing anything whatsoever in relation to, or in related to any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time Pacholder Actions on or prior to the day and date Effective Date (other than arising out of a breach of this AmendmentAgreement or the transactions contemplated thereby).
(b) Each Loan Party understandsIn consideration of the covenants and agreements of TSP herein, acknowledges each member of the Pacholder Group, for himself or herself or itself and agrees that for his or her or its shareholders, officers, employees, respective affiliates, heirs, agents, legal representatives, successors and assigns (the release set forth above may be pleaded as a full "Pacholder Parties"), hereby releases and complete defense forever discharges TSP and may be used as a basis for an injunction against each of its respective affiliates, members, managers, officers, employees, agents, legal representatives, successors and assigns (with TSP, the "Released TSP Parties"), of and from any and all debts, demands, actions, causes of action, suit suits, proceedings, agreements, contracts, judgments, damages, accounts, reckonings, executions, claims and liabilities whatsoever of every name and nature, whether known or unknown, whether or not founded in fact or in law, and whether in law or equity or otherwise, which any of the Pacholder Parties ever had, now has or can, shall or may have for or by reason of any matter, cause or anything whatsoever related to any TSP Actions on or prior to the Effective Date (other proceeding which may be instituted, prosecuted or attempted in than arising out of a breach of this Agreement or the provisions of such releasetransactions contemplated thereby).
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Standstill Agreement (PBG Acquisition Corp), Standstill Agreement (Pacholder Associates Inc), Standstill Agreement (Travis Street Partners LLC)
Release. (a) In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each , including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Party Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Loan and Security Agreement (Sorrento Therapeutics, Inc.), Loan and Security Agreement (Alimera Sciences Inc), Loan and Security Agreement (Sorrento Therapeutics, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and LendersLender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each , including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Party Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Borrower waives the provisions of California Civil Code Section 1542, which states: 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.
Appears in 3 contracts
Sources: Loan and Security Agreement (Supernova Partners Acquisition Co II, Ltd.), Loan and Security Agreement (Supernova Partners Acquisition Co II, Ltd.), Loan and Security Agreement (Supernova Partners Acquisition Co II, Ltd.)
Release. (a) In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each Agreement, for or on account of, or in relation to, or in any way in connection with the Loan Party Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. ▇▇▇▇▇▇▇▇ understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . ▇▇▇▇▇▇▇▇ agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Loan and Security Agreement (Ouster, Inc.), Loan and Security Agreement (Ouster, Inc.), Loan and Security Agreement (Ouster, Inc.)
Release. (a) In consideration of exchange for the agreements of Agent Severance Benefits and Lenders contained herein and for other good and valuable consideration, the receipt to which you would not otherwise be entitled, and sufficiency of which is hereby acknowledgedexcept as otherwise set forth in this Agreement, each Loan Partyyou, on behalf of itself yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives affiliates (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Parties”), ) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, controversiescosts, damages expenses, attorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other claimsownership interests in the Company, counterclaimsvacation pay, defensesfringe benefits, rights expense reimbursements, severance pay, or any other form of set-offcompensation; claims pursuant to any federal, demands and liabilities whatsoever state or local law, statute, or cause of action; tort law; or contract law (individually, individually a “Claim” and collectively, collectively “Claims”) of every name ). The Claims you are releasing and naturewaiving in this Agreement include, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation but are not limited to, or in any way in connection with and all Claims that any of the Credit AgreementCompany Parties: • has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing; • has discriminated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other protected category in violation of any local, state or federal law, constitution, ordinance, or regulation, including but not limited to: the Age Discrimination in Employment Act, as amended (“ADEA”); Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; 42 U.S.C. § 1981, as amended; the Equal Pay Act; the Americans With Disabilities Act; the Genetic Information Nondiscrimination Act; the Family and Medical Leave Act; the Massachusetts Wage Act and the Massachusetts Fair Employment Practice Act; [ ] the Employee Retirement Income Security Act; the Employee Polygraph Protection Act; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the anti-retaliation provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, or any other federal or state law regarding whistleblower retaliation; the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act; the Uniformed Services Employment and Reemployment Rights Act; the Fair Credit Reporting Act; and the National Labor Relations Act; and • has violated any statute, public policy or common law (including, but not limited to, Claims for retaliatory discharge; negligent hiring, retention or supervision; defamation; intentional or negligent infliction of emotional distress and/or mental anguish; intentional interference with contract; negligence; detrimental reliance; loss of consortium to you or any member of your family and/or promissory estoppel). Notwithstanding the foregoing, other than events expressly contemplated by this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this Release is executed. Also excluded from this Agreement are any Claims which cannot be waived by law, including, without limitation, any rights you may have under applicable workers’ compensation laws. Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior information, without notice to the day Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and date of Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Amendment.
(b) Each Loan Party understandsAgreement. If any Claim is not subject to release, acknowledges and agrees that to the release set forth above may extent permitted by law, you waive any right or ability to be pleaded as a full and complete defense and may be used as class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a basis for an injunction against Claim in which any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no factCompany Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or any plan or agreement related to equity ownership in the Company; however, eventit does waive, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute release and unconditional nature forever discharge Claims existing as of the release set forth abovedate you execute this Agreement pursuant to any such plan or agreement.
Appears in 3 contracts
Sources: Employment Agreement (Avedro Inc), Employment Agreement (Avedro Inc), Employment Agreement (Avedro Inc)
Release. (a) In consideration of the agreements of the Administrative Agent and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (each Loan Party and all such other Persons being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent and the Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Administrative Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, controversies, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives Releasor may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation towhich arises at any time on or prior to the day and date of this Agreement, or in any way related to or in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) thereto. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) . Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders the Noteholders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself the Obligors and its the Subsidiary Guarantors and their respective successors, assigns, and other legal representativesrepresentatives (collectively, the “Releasors”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent the Noteholders and Lendersthe Collateral Agent, and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, advisors, employees, agents and other representatives (Agentthe Noteholders, each Lender the Collateral Agent and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, disputes, controversies, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives the Releasors may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the date and effectiveness of this Amendment, for or on account of, or in relation to, or in any way in connection with any of the Credit Existing Note Purchase Agreement, the Existing Notes or any of the other Loan Documents Financing Agreements or transactions thereunder or related thereto which arises at any time on or prior to thereto. Each of the day Obligors and date of this Amendment.
(b) Each Loan Party the Subsidiary Guarantors understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) . Each Loan Party of the Obligors and the Subsidiary Guarantors agrees that no fact, event, circumstance, evidence or transaction which could now be asserted asserted, whether known or which may hereafter be discovered unknown, shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V), Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V), Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V)
Release. (a) In consideration of the agreements of Agent and Lenders Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, Lender and their successors and assigns, and their present and former shareholders, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party such Borrower or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) , including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Loan Party Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) . Each Loan Party Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 3 contracts
Sources: Loan and Security Agreement (Broadsoft Inc), Loan and Security Agreement (Wave2Wave Communications, Inc.), Loan and Security Agreement (Wave2Wave Communications, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders Noteholder contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyCompany, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent Noteholder and Lenders, and their its successors and assigns, and their present and former shareholders, affiliatespredecessors, subsidiaries, divisions, predecessorspartners (including limited partners), directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all claims, demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Company or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
Agreement and relating to (a) the transactions contemplated by the Note or the Amended Note or actions taken by Releasees in connection therewith (including but not limited to the negotiation and execution of the Note or the Amended Note) or (b) Each Loan Party understands, acknowledges and agrees Noteholder’s capacity as a creditor or stockholder of the Company. The foregoing release shall not apply with respect to violations or breaches of any state or federal securities laws unrelated to the transactions contemplated by the Note or the Amended Note (it being understood that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against shall not release Releasees in respect of breaches of representations under the Note or the Amended Note), or fraud or willful misconduct committed by any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such releaseReleasee.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Waiver and Amendment Agreement (Bell Industries Inc /New/), Waiver and Amendment Agreement (Newcastle Partners L P)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyEmployee, on behalf of itself Employee and its successorsEmployee’s heirs, spouse, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and other legal representativesabsolutely releases and discharges each member of the Company Group (defined below) and each of its predecessors, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and each of their respective past, present and former shareholdersfuture employees, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersagents, owners, partners, members, equity holders, shareholders, representatives, attorneys, employeesinsurers and benefit plans (collectively, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from all claims, demands, actions, causes of action, suits, controversies, damages and any and all other claimsactions, crossclaims, counterclaims, defensesdemands, rights debts, compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, claims for costs and attorneys’ fees, losses or liabilities of set-off, demands any nature whatsoever in law and liabilities whatsoever (individually, a “Claim” in equity and collectively, “Claims”) of every name and natureany other liabilities, known or unknown, suspected or unsuspectedunsuspected of any nature whatsoever (hereinafter, both at law and in equity, which any Loan Party “Claims”) that Employee has or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any Released Parties from the beginning of them fortime through the date upon which Employee signs this Agreement, uponincluding, or by reason of any circumstance, action, cause or thing whatsoever in relation but not limited to, those Claims: (i) arising from or in any way in connection related to Employee’s employment or termination of employment with any of the Credit Agreement, Released Parties; (ii) arising from or in any way related to any agreement with any of the other Loan Documents Released Parties, including under that certain Employment Agreement to which Employee is a party and pursuant to which this Agreement is being executed and delivered (the “Employment Agreement”); and/or (iii) arising from or transactions thereunder in any way related to awards, policies, plans, programs or related thereto practices of any of the Released Parties that may apply to Employee or in which arises at Employee may participate, in each case, including, but not limited to, (x) any time on Claims for an alleged violation of any federal, state or prior local laws or regulations, to the day extent permitted by applicable law, including, but not limited to, the Age Discrimination in Employment Act, California Civil Code and date the California Fair Employment and Housing Act; (y) any Claims for negligent or intentional infliction of this Amendmentemotional distress, breach of contract, fraud or any other unlawful behavior; and (z) any Claims for wages, commissions, incentive pay, vacation, paid time off, expense reimbursements, severance pay and benefits, retention pay, benefits, notice pay, punitive damages, liquidated damages, penalties, attorneys’ fees, costs and/or expenses. As used herein, “Company Group” means, collectively, QuoteLab, LLC, a Delaware limited liability company (the “Company”), QL Holdings, LLC, a Delaware limited liability company, and each of their respective parents, subsidiaries and affiliates.
(b) Each Loan Party understandsEmployee represents that Employee has not made assignment or transfer of any right or Claim covered by this Agreement and Employee represents that Employee is not aware of any such right or Claim. Employee further affirms that he has not filed or caused to be filed, acknowledges and agrees that the release set forth above may be pleaded as presently is not a full and complete defense and may be used as a basis for an injunction party to, any Claim, complaint or action against any action, suit of the Released Parties in any forum or other proceeding form and that he knows of no facts which may be institutedlead to any Claim, prosecuted complaint or attempted in breach action being filed against any of the provisions Released Parties in any forum by Employee or by any agency, group, or class of persons. Employee further affirms that he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act of 1993. If any agency or court assumes jurisdiction of any such releaseClaim, complaint or action against any of the Released Parties on behalf of Employee, Employee will request such agency or court to withdraw the matter.
(c) Each Loan Party agrees Employee understands that no factEmployee may later discover claims or facts that may be different than, eventor in addition to, circumstancethose which Employee now knows or believes to exist with regards to the subject matter of this Agreement, evidence and which, if known at the time of executing this Agreement, may have materially affected this Agreement or transaction which could now be asserted Employee’s decision to enter into it. Employee hereby waives any right or which may hereafter be discovered shall affect in claim that might arise as a result of such different or additional claims or facts, and Employee understands the provisions of California Civil Code Section 1542 and hereby expressly waives any manner the finaland all rights, absolute benefits and unconditional nature protections of the release statute, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
(d) This Agreement is not intended to bar any rights or Claims by Employee (i) that may not be waived by private agreement under applicable law, such as rights or Claims for workers’ compensation or unemployment insurance benefits, (ii) with respect to his rights to “Accrued Obligations” (as defined under the Employment Agreement) and the payments and benefits set forth aboveon Exhibit A, (iii) under the Company’s 401(k) plan (if any), (iv) with respect to directors’ and officers’ liability insurance coverage or indemnification rights (if any) and/or (v) arising out of Employee’s rights, if any, in his capacity as a holder of Units (as defined in the Second Amended and Restated Limited Liability Company Agreement of QL Holdings LLC (as may be amended from time to time (the “LLC Agreement”)) in accordance with the LLC Agreement and the applicable plan and award agreements evidencing such Units.
(e) Nothing in this Agreement is intended to prohibit or restrict Employee’s right to file a charge with, or participate in a charge by, the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing; provided, however, that Employee hereby waives the right to recover any monetary damages or other relief against any Released Parties. Nothing in this Agreement shall prohibit Employee from receiving any monetary award to which Employee becomes entitled pursuant to Section 922 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.
Appears in 2 contracts
Sources: Employment Agreement (MediaAlpha, Inc.), Employment Agreement (MediaAlpha, Inc.)
Release. (a) In consideration From and after the Closing, Sellers shall not have any right of contribution or indemnification against the Target Companies or any of their Subsidiaries and shall otherwise hold the Target Companies and their Subsidiaries harmless for any amounts paid to any Purchaser Indemnified Party as a result of any claim arising from or relating to a breach by Sellers of any of their representations, warranties, covenants or other agreements contained herein. Notwithstanding the foregoing, it is understood and agreed that Sellers have made certain claims in respect of the agreements purchase by Parent Seller of Agent US Target Units pursuant to the terms of the US Target Agreement and Lenders contained herein Plan of Merger and for other good that any such rights Sellers may have against the former stockholders of US Target shall be unaffected by this Agreement, including this Section 8.9. Effective as of the Closing, Sellers, on their own behalf and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself each of their past, present and its successorsfuture Affiliates, assigns, beneficiaries and other legal representativesassigns (“Related Persons”), hereby absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Agent each Target Company and Lenderseach of its past, present and their future Affiliates, Subsidiaries, stockholders, members, successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, respective officers, attorneysdirectors and employees (each individually, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee” and collectively, “Releasees”), of from any and from all claims, demands, actionsproceedings, causes of action, suitscourt orders, controversiesobligations, damages and any and all other claimscontracts, counterclaimsagreements (express or implied), defenses, rights of set-off, demands debts and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) under or relating to the Units, the Target Companies, the Subsidiaries of every name and naturethe Target Companies or their respective predecessors in interest (including, without limitation, any liability or obligation arising under or pursuant to any employment agreement or other compensation arrangement), whether known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Sellers or any of their respective successorsRelated Persons now has, assigns, or other legal representatives may now has ever had or hereafter own, hold, have or claim to have has against the Releasees or respective Releasees; provided, however, that (i) Sellers do not release any of them forClaims arising out of, uponrelating to, in connection with, caused by, or by reason of virtue of, any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreementbreach by Purchaser of, or any obligation of Purchaser under, any provision of this Agreement, the Transition Services Agreement and the Space Sharing Agreements, including any claim for indemnification pursuant to this Agreement; and (ii) Sellers do not release any claims against the Company Stockholders (as defined in the US Target Agreement and Plan of Merger) arising out of, relating to, in connection with, caused by, or by virtue of, any breach by US Target under any provision of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or US Target Agreement and Plan of Merger. Sellers have provided Purchaser with a complete list of all claims previously made by Seller under the US Target Agreement and Plan of Merger and Sellers shall promptly notify Purchaser in writing prior to making any such claim following the day and date of this Amendmenthereof.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Purchase Agreement (Limelight Networks, Inc.), Purchase Agreement (DG FastChannel, Inc)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyEach Borrower, on behalf of itself and its affiliates, and its or their successors, assignsassigns and agents, hereby expressly forever waives, releases and discharges any and all claims (including, without limitation, cross-claims, counterclaims, and other legal representativesrights of setoff and recoupment), hereby absolutelycauses of action (whether direct or derivative in nature), unconditionally demands, suits, costs, liabilities, responsibilities, disputes, obligations, expenses and irrevocably releasesdamages (collectively, remises the “Claims”) any of them may have or allege to have as of the date of this Amendment (and forever discharges Agent and Lendersall defenses that may arise out of any of the foregoing) of any nature, and description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against either Lender or Holder, or any of their successors and assigns, and their present and former shareholdersrespective subsidiaries, affiliates, subsidiariesagents, divisionsprincipals, predecessorsmanagers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, attorneys, employeesconsultants, agents advisors, agents, trusts, trustors, beneficiaries, heirs, executors and other representatives administrators of each of the foregoing (Agentcollectively, the “Released Parties”) arising out of the Existing Agreement, the Existing Loan Documents, the Existing Warrant Agreement, the Loan Agreement, the Loan Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties under the Existing Agreement, the Existing Loan Documents, the Existing Warrant Agreement, the Loan Agreement and the Loan Documents; provided that nothing in this Amendment shall be deemed to release Lender from any of its obligations under the Loan Agreement or Holder from any of its obligations under the Existing Warrant Agreement. Each Borrower hereby acknowledges that the agreements in this Section 6 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Claims. In entering into this Amendment, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)Borrower expressly disclaims any reliance on any representations, of and from all demandsacts, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or omissions by any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any Released Parties and hereby agrees and acknowledges that the validity and effectiveness of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 6 shall survive (i) the entry into the Loan Agreement and the Loan Documents, the payment in connection with any full of all Secured Obligations of Borrowers under or in respect of the Credit Agreement, or any of Loan Agreement and the other Loan Documents or transactions and all other amounts owing thereunder or related thereto which arises at and the termination of all such Loan Documents and (ii) the exercise by Holder of any time on or prior to and all of its rights under the day and date of this AmendmentExisting Warrant Agreement.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Loan and Security Agreement (InfoLogix Inc), Loan and Security Agreement (InfoLogix Inc)
Release. (a) In consideration of the agreements payments and benefits provided to Executive under the Employment Agreement, Executive and each of Agent the Executive’s respective heirs, executors, administrators, representatives, agents, successors and Lenders contained herein and for other good and valuable considerationassigns (collectively, the receipt “Executive Releasors”) hereby irrevocably and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises release and forever discharges Agent and Lendersdischarge the Company, NorthStar Asset Management Group, Inc. (“NSAM”), NRF, any NSAM Managed Company (as defined in the Employment Agreement) and their successors and assigns, and their present and former shareholdersrespective subsidiaries, affiliates, subsidiariespredecessors and successors (collectively, divisionsthe “Company Group”) and their respective officers, predecessorsemployees, directors, officers, attorneys, employees, shareholders and agents and other representatives (Agent, each Lender “Company Releasees”) from any and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demandsclaims, actions, causes of action, suitsrights, controversiesjudgments, damages and any and all other claimsobligations, counterclaimsdamages, defensesdemands, rights accountings or liabilities of set-off, demands and liabilities whatsoever whatever kind or character (individually, a “Claim” and collectively, “Claims”) ), including, without limitation, any Claims under any federal, state, local or foreign law, regardless of every name whether based on any statute or the common law, including without limitation Claims of breach of contract, Claims based on tortious conduct, statutory or common law employment discrimination Claims, Claims for payment of salary or wages and natureClaims for attorney’s fees, regardless of whether known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim unknown to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, Executive or any of the other Loan Documents Executive Releasors, that any of the Executive Releasors may have, or transactions thereunder in the future may possess, arising out (i) of Executive’s employment relationship with and service as an employee, officer or related thereto which arises at director of any time member of the Company Group, and the termination of such relationship or service and (ii) any other event, condition, circumstance or obligation that occurred, existed or arose on or prior to the day date hereof; provided, however, that notwithstanding anything else herein to the contrary, Executive is not releasing any Claims with respect to: (i) the payments and date entitlements due to him under Section 6 of this Amendment.
the Employment Agreement, (bii) Each Loan Party understandsany rights pursuant to any bonus, acknowledges stock, equity-based compensation or LTIP or partnership awards awarded or granted by any member of the Company Group, (iii) his right to be reimbursed unreimbursed business expenses incurred through his termination date, (iv) his rights to be indemnified and agrees that the release covered under directors’ and officers’ liability insurance policies as set forth above may in Section 2.7 of the Employment Agreement as well as any indemnification agreement entered into between Executive and any member of the Company Group, (v) his rights to be pleaded indemnified pursuant to the bylaws or other corporate governance documents of any member of the Company Group or to be covered under any applicable directors’ and officers’ liability insurance policies, or (vi) his rights as a full and complete defense and may be used as a basis for an injunction against shareholder of any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach member of the provisions of such releaseCompany Group.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Executive Employment Agreement (NorthStar Asset Management Group Inc.), Executive Employment Agreement (NorthStar Asset Management Group Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower Representative, on behalf of itself and each Loan Partyother Borrower (other than CIBER AG) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), and CIBER AG, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “"Releasees” " and individually as a “"Releasee”"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-offset‑off, demands and liabilities whatsoever (individually, a “"Claim” " and collectively, “"Claims”") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party such Borrower or Guarantor or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which thereto, in each case, solely that arises at any time on or prior to the day and date of this AmendmentConsent.
(b) Each Loan Party of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), and CIBER AG understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), and CIBER AG agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Credit Agreement (Ciber Inc), Consent to Credit Agreement (Ciber Inc)
Release. (a) 14.1 In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, assigns and other legal representativesrepresentatives (Borrower and all such other persons being hereinafter referred to collectively as “Releasors” and individually as a “Releasor”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Agent and each Lender and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-offset‑off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives Releasors may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment, for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement or any of the other Loan Documents or transactions thereunder or related thereto.
(b) Each Loan Party 14.2 It is the intention of Borrower that this Amendment and the release set forth above shall constitute a full and final accord and satisfaction of all claims that may have or hereafter be deemed to have against Releasees as set forth herein. In furtherance of this intention, Borrower, on behalf of itself and each other Releasor, expressly waives any statutory or common law provision that would otherwise prevent the release set forth above from extending to claims that are not currently known or suspected to exist in any Releasor’s favor at the time of executing this Amendment and which, if known by Releasors, might have materially affected the agreement as provided for hereunder. Borrower, on behalf of itself and each other Releasor, acknowledges that it is familiar with Section 1542 of California Civil Code: 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 OR HER SETTLEMENT WITH THE DEBTOR. Borrower, on behalf of itself and each other Releasor, waives and releases any rights or benefits that it may have under Section 1542 to the full extent that it may lawfully waive such rights and benefits, and each of Borrower, on behalf of itself and each other Releasor, acknowledges that it understands the significance and consequences of the waiver of the provisions of Section 1542 and that it has been advised by its attorney as to the significance and consequences of this waiver.
14.3 Borrower, understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party 14.4 Borrower, agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Credit Agreement (EGAIN Corp), Credit Agreement (EGAIN Corp)
Release. (a) In further consideration of the agreements of execution by the Administrative Agent and the Lenders contained herein of this Amendment and for other good and valuable considerationthe services of the Arranger in connection therewith, to the extent permitted by applicable law, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyBorrower, on behalf of itself and each of its successorsSubsidiaries, assignsand all of the successors and assigns of each of the foregoing (collectively, the “Releasors”), hereby completely, voluntarily, knowingly, and unconditionally releases and forever discharges the Collateral Agent, the Administrative Agent, each of the Lenders, the Arranger and, in the case of each of the foregoing, each of its members, each of their advisors, professionals and employees, each affiliate of the foregoing and all of their respective permitted successors and assigns (collectively, the “Releasees”), from any and all claims, actions, suits, and other legal representativesliabilities, hereby absolutelyincluding, unconditionally and irrevocably releaseswithout limitation, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives any so-called “lender liability” claims or defenses (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature), known whether arising in law or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party of the Releasors ever had, now has or hereinafter can, shall or may have against any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, upon or by reason of any circumstance, actionmatter, cause or thing whatsoever from time to time occurred on or prior to the date hereof, in relation any way concerning, relating to, or in any way in connection with arising from (i) any of the Transactions, (ii) the Secured Obligations, (iii) the Collateral, (iv) the Credit Agreement, Agreement or any of the other Loan Documents Documents, (v) the financial condition, business operations, business plans, prospects or transactions thereunder creditworthiness of the Borrower or related thereto which arises at any time on or prior to the day other Loan Parties, and date (vi) the negotiation, documentation and execution of this Amendment.
Amendment and any documents relating hereto except for Claims determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Releasee (b) Each Loan Party understands, acknowledges and agrees or any of its Related Parties). The Releasors hereby acknowledge that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach they have been advised by legal counsel of the provisions meaning and consequences of such this release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Credit Agreement (YRC Worldwide Inc.), Credit Agreement (YRC Worldwide Inc.)
Release. (a) In consideration of the this Agreement and agreements of the Agent and Lenders Lender Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and the other Loan Parties (collectively, the “Releasing Parties”), each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, representatives hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Agent, the Lender Parties, solely in their capacities as Lenders, and their successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives representatives, in each case solely in their capacities relative to the Lender Parties and not in any other capacity such party may have relative to the Releasing Parties (Agent, each Lender Party, and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Borrower, the Loan Party Parties or any of their respective successors, assigns, assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this AmendmentAgreement, for or on account of, or in relation to, or in any way in connection with the Facility Agreement or any of the other Loan Documents or transactions thereunder (any of the foregoing, a “Claim” and collectively, the “Claims”). Each Releasing Party expressly acknowledges and agrees, with respect to the Claims, that it waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, or any principle of U.S. common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 5.3. Furthermore, each of the Releasing Parties hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released and/or discharged by the Releasing Parties pursuant to this Section 5.3. The foregoing release, covenant and waivers of this Section 5.3 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment or prepayment of any of the Loans, or the termination of the Facility Agreement, this Agreement, any other Loan Document or any provision hereof or thereof.
(b) Each Loan Releasing Party understands, acknowledges and agrees that the its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Releasing Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Forbearance Agreement (Endologix Inc /De/), Forbearance Agreement (Endologix Inc /De/)
Release. (a) In consideration Each of the agreements of Agent Parent and Lenders contained herein the Borrower, for itself and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successorsheirs, assigns, and other legal representatives, hereby absolutelyaffiliates, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, hereby: (a) expressly waives, releases and their present relinquishes any and former all defenses, affirmative defenses, setoffs, claims, counterclaims and causes of action of any kind or nature whatsoever which the Borrower has asserted, or might assert, against Healthtronics or any of its affiliates or any shareholders, affiliatesmembers, subsidiariespartners, divisions, predecessorsemployees, directors, officers, attorneysrepresentatives or agents of Healthtronics or any of its affiliates (collectively, employeesthe “Released Parties”) with respect to the Promissory Notes or the indebtedness evidenced thereby, agents or with respect to any other documents or instruments now or heretofore evidencing, securing or in any way relating to the Promissory Notes or the indebtedness evidenced thereby, including without limitation the Purchase Agreement, or with respect to any other matter, cause or thing relating in any way to the Promissory Notes or the Purchase Agreement; (b) expressly remises, releases, acquits, satisfies and other representatives (Agent, forever discharges each Lender Released Party from any and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)manner of debts, of and from all demandsaccountings, bonds, warranties, representatives, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individuallycauses of action of any nature whatsoever, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both whether at law and or in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives may either now accrued or hereafter ownmaturing, holdwhich the Borrower now has or hereafter can, shall or may have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, actionmatter, cause or thing whatsoever in relation tothing, or from the beginning of the world to and including the date hereof relating in any way to the Promissory Notes, including specifically, but without limitation, matters arising out of or relating to: (i) the Promissory Notes or the indebtedness evidenced thereby, including but not limited to, the administration thereof; (ii) the exercise or attempted exercise by any Released Party of any of its rights and remedies against the Borrower or the assets thereof on account of any Event of Default or otherwise; (iii) any other agreement or transaction between the Borrower and any Released Party relating in any way to the Promissory Notes and (iv) any Event of Default; and (c) expressly covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any Released Party by reason of or in connection with any of the Credit Agreementforegoing matters, claims or any causes of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentaction.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Promissory Note (SANUWAVE Health, Inc.), Promissory Note Amendment (SANUWAVE Health, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and LendersLender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “"Releasees” " and individually as a “"Releasee”"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “"Claim” " and collectively, “"Claims”") of every name kind and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which any Loan Party Borrower or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of this Amendment, the Credit Loan Agreement, or any of the other Loan Documents or transactions thereunder hereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentthereunder.
(b) Each Loan Party Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Loan and Security Agreement (Titan Global Holdings, Inc.), Loan and Security Agreement (Titan Global Holdings, Inc.)
Release. (a) In exchange for the payments and other consideration of the agreements of Agent under this Agreement, to which you would not otherwise be entitled, and Lenders contained herein and for other good and valuable considerationexcept as otherwise set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, each Loan Partyyou, on behalf of itself yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives affiliates (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Parties”), ) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, controversiescosts, damages expenses, attorneys’ fees, damages, indemnities, debts, judgments, levies, executions and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) obligations of every name kind and nature, in law, equity, or otherwise, both known or and unknown, suspected or and unsuspected, both at law disclosed and in equityundisclosed, which any Loan Party or any arising out of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in connection any way connected with any your employment with the Company or the termination of the Credit Agreementthat employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of the other Loan Documents compensation; claims pursuant to any federal, state or transactions thereunder local law, statute, or related thereto which arises at any time on cause of action; tort law; or prior to the day and date contract law (individually a ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ July 7, 2021 Page 4 of this Amendment.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.9
Appears in 2 contracts
Sources: Separation Agreement (AppHarvest, Inc.), Separation Agreement (AppHarvest, Inc.)
Release. (a) In consideration of the agreements of Administrative Agent and Lenders contained herein herein, and the continued making of the loans, advances and other accommodations by Lenders to Borrowers pursuant to the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby hereby, jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent Administrative Agent, LC Issuer and Lenderseach Lender, and their successors and assigns, its and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their respective successors and assigns (Administrative Agent, each Lender LC Issuer, Lenders and all such other Persons parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-offset -off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives and their respective successors and assigns may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, actionnature, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this AmendmentAmendment No. 4, for or on account of, or in relation to, or in any way in connection with the Credit Agreement, as amended and supplemented through the date hereof, and the other Loan Documents.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute final and unconditional nature of the release set forth above.
(d) Each Loan Party represents and warrants that each such Person is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby and each such Person has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person any such claim or any portion thereof.
(e) Nothing contained herein shall constitute an admission of liability with respect to any Claim on the part of any Releasee.
(f) Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section S(a) hereof. If any Loan Party violates the foregoing covenant, Borrowers, jointly and severally agree to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Stein Mart Inc)
Release. (a) In consideration of To the agreements of extent not otherwise set forth herein, the Borrower hereby remises, releases, acquits, satisfies and forever discharges the Administrative Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedLenders, each Loan Partyof their respective agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges or at the direction of the Administrative Agent and or the Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from any and all demands, manner of actions, causes of action, suitssuit, debts, accounts, covenants, contracts, controversies, damages agreements, variances, damages, judgments, claims and any and all other claimsdemands whatsoever, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known in law or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of their respective successorsfacts taken or existing on or prior to the date hereof, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have after the date hereof against the Releasees Administrative Agent or any the Lenders, their agents, employees, officers, directors, attorneys and all persons acting or purporting to act on behalf of them or at the direction of the Administrative Agent or the Lenders (“Releases”), for, upon, upon or by reason of any circumstance, actionmatter, cause or thing whatsoever in relation to, or in any way through the date hereof in connection with any this Waiver or the Loan Documents. Without limiting the generality of the Credit Agreementforegoing, the Borrower waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do, shall or may have as of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior date hereof, including, but not limited to, the rights to contest: (a) the day right of the Administrative Agent and date of the Lenders to exercise their rights and remedies described in this Amendment.
Waiver; (b) Each any provision of this Waiver or the Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit Documents; or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature conduct of the release set forth aboveAdministrative Agent, the Lenders or other Releases in connection with this Waiver or the Loan Documents.
Appears in 2 contracts
Sources: Waiver, Waiver (Reddy Ice Holdings Inc)
Release. (a) In consideration of the agreements of Collateral Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan Partythe Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party the Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each , including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Party Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. The Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . The Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Loan and Security Agreement (Neuronetics, Inc.), Loan and Security Agreement (Neuronetics, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender the Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) , including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Loan Party Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) . Each Loan Party Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Each Borrower waives the provisions of California Civil Code Section 1542, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The provisions of this section shall survive payment in full of the Secured Obligations, full performance of all the terms of this Amendment and the other Loan Documents.
Appears in 2 contracts
Sources: Loan and Security Agreement (Kaleido Biosciences, Inc.), Loan and Security Agreement (Kaleido Biosciences, Inc.)
Release. (a) The consideration described in this Agreement represents the only payments and consideration to be received by the Seller in exchange for the Stock owned by the Seller and to be sold to the Buyer hereunder. In consideration of the agreements of Agent and Lenders contained herein and exchange for other good and valuable such consideration, the receipt and sufficiency of which is hereby acknowledgedSeller, each Loan Party, on behalf of for itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assignsassigns (collectively, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleasors”), hereby forever fully and irrevocably releases and discharges the Buyer, the Company and each of their respective predecessors, successors, subsidiaries and Affiliates, managers, Representatives and agents (collectively, the “Released Parties”) from any and all demands, actions, causes of action, suits, claims, demands, debts, sums of money, accounts, reckonings, bonds, bills, covenants, Contracts, controversies, damages promises, judgments, Liabilities or obligations of any kind whatsoever in law or equity, or otherwise (including claims for damages, costs, expenses, and any attorneys’, brokers’ and accountants’ fees and expenses) for additional payment or consideration in connection with the transactions contemplated by this Agreement, as well as all other claimsevents, counterclaimsfacts, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known conditions or unknown, suspected circumstances existing or unsuspected, both at law and in equityarising prior to the Closing Date, which any Loan Party the Releasors can, shall or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees Released Parties, and that now exist or any of them formay hereafter accrue (collectively, uponthe “Released Claims”); provided, that the Released Claims shall not include claims arising under or by reason of any circumstanceotherwise specifically available to the Releasors under this Agreement, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, other Transactional Documents or any of the other Loan Documents transactions contemplated hereby, indemnification or transactions thereunder advancement of expenses arising under applicable Law or related thereto which arises at the Organizational Documents, or rights, claims and actions arising out of or under any time on insurance policies. The Releasors shall refrain from asserting any claim or prior demand or commencing (or causing to the day and date of this Amendment.
(bbe commenced) Each Loan Party understandsany Proceeding, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction in any court or before any tribunal, against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such releaseReleased Party based upon any Released Claim.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Appliance Recycling Centers of America Inc /Mn), Stock Purchase Agreement (LIVE VENTURES Inc)
Release. (a) In As additional consideration for the execution, delivery and performance of this Fourth Amendment by the agreements of parties hereto and to induce the Administrative Agent, the Collateral Agent and Lenders contained herein and for other good and valuable considerationthe Lender to enter into this Fourth Amendment, the receipt Borrower warrants and sufficiency represents to the Administrative Agent, the Collateral Agent and the Lender that no facts, events, statuses or conditions exist or have existed which, either now or with the passage of which is time or giving of notice, or both, constitute or will constitute a basis for any claim or cause of action against the Administrative Agent, the Collateral Agent and the Lender or any defense to (i) the payment of Obligations under the Term Notes and/or the Loan Documents, or (ii) the performance of any of its obligations with respect to the Term Notes and/or the Loan Documents. In the event any such facts, events, statuses or conditions exist or have existed, Borrower unconditionally and irrevocably hereby acknowledgedRELEASES, each Loan PartyRELINQUISHES and forever DISCHARGES Administrative Agent, on behalf of itself the Collateral Agent and its the Lender, as well as their predecessors, successors, assigns, and other legal representativesagents, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersshareholders, attorneys, employees, agents employees and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)representatives, of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaimsdemands, defensesactions and causes of action of any and every kind or character, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known past or unknown, suspected or unsuspected, both at law and in equitypresent, which any Loan Party or Borrower may have against any of them or their respective predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives arising out of or other legal representatives may now with respect to (a) any right or hereafter ownpower to bring any claim for usury or to pursue any cause of action based on any claim of usury, holdand (b) any and all transactions relating to the Loan Documents occurring prior to the date hereof, have including any loss, cost or claim to have against the Releasees or any of them fordamage, upon, or by reason of any circumstancekind or character, action, cause or thing whatsoever in relation to, arising out of or in any way connected with or in connection with any way resulting from the acts, actions or omissions of any of the Credit Agreementthem, and their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives, including any breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, intentional or any negligent infliction of the other Loan Documents mental distress, tortious interference with contractual relations, tortious interference with corporate governance or transactions thereunder prospective business advantage, breach of contract, deceptive trade practices, libel, slander or related thereto which arises at any time on or prior conspiracy, but in each case only to the day and date of this Amendmentextent permitted by applicable Law.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Credit Agreement (Quest Resource Corp), Credit Agreement (Quest Resource Corp)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein Comverse agrees that for itself and for other good its current, former and valuable considerationfuture predecessors, the receipt Subsidiaries (including for this purpose any Subsidiary of Comverse that is also a Subsidiary of CTI), departments, divisions and sufficiency sections and for their successors, Affiliates (including for this purpose any Subsidiary of which Comverse that is hereby acknowledgedalso a Subsidiary of CTI), each Loan Party, on behalf of itself and its successorsheirs, assigns, executors, administrators, Representatives, partners, members and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, each a “ClaimReleasor” and collectively, the “ClaimsReleasors”), in consideration for the transfer of the Transferred Assets, that, effective as of the Effective Time, it shall, through no further act of such Releasor, release, waive and completely and forever discharge CTI and its current, former and future predecessors, Subsidiaries, departments, divisions, sections, successors (including, in the event of the Merger, Victory Acquisition I LLC), Affiliates, heirs, assigns, executors, administrators, Representatives, partners and shareholders (individually, each a “Releasee” and collectively, the “Releasees”) from, and shall, in addition to other obligations under Article III, indemnify and hold harmless all such Releasees against and from, all Liabilities of every name and nature, in law or equity, known or unknown, suspected or unsuspectedwhich against any Releasee, both at law and in equitya Releasor ever had, which any Loan Party or any of their respective successors, assigns, or other legal representatives may now has or hereafter owncan, holdshall or may have by reason of any matter, have act, omission, conduct, transaction or claim occurrence from the beginning of the world up to have against and including the Releasees or any of them Distribution Date for, upon, or by reason of any circumstanceof, action, cause asserted in or thing whatsoever in relation toarising out of, or in any way in connection with any related to:
(a) The management of the Credit Agreementbusiness and affairs of Comverse (and its predecessors, or any of Subsidiaries and Affiliates) and the other Loan Documents or transactions thereunder or related thereto which arises at any time Comverse Business on or prior to the day and date of this Amendment.Distribution Date;
(b) Each Loan Party understandsThe terms of this Agreement, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actionAncillary Agreements, suit the Distribution, the Certificate of Incorporation or other proceeding which may be instituted, prosecuted or attempted in breach the Bylaws of the provisions of such release.Comverse; and
(c) Each Loan Party agrees Any other decision that no factmay have been made, eventor any action taken, circumstancerelating to Comverse (and its predecessors, evidence subsidiaries and Affiliates) or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveDistribution.
Appears in 2 contracts
Sources: Distribution Agreement (Comverse, Inc.), Distribution Agreement (Comverse, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenderseach Lender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time prior to the execution of this Amendment, for or on account of, or in relation to, or in any way in connection with any of the Credit Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each Loan Party thereto. B▇▇▇▇▇▇▇ understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . B▇▇▇▇▇▇▇ agrees that no fact, event, circumstance, evidence or transaction existing prior to the execution of this Amendment which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.. Borrower waives the provisions of California Civil Code section 1542, which states:
Appears in 2 contracts
Sources: Loan and Security Agreement (Orchestra BioMed Holdings, Inc.), Loan and Security Agreement (Provention Bio, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and the Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower or any of their its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior thereto, other than to the day and date extent of this Amendmentthose Claims which arise from the gross negligence or willful misconduct of the applicable Releasee as determined in a final, non-appealable judgment by a court of competent jurisdiction.
(b) Each Loan Party Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Credit Agreement (Cobra Electronics Corp), Credit Agreement (Cobra Electronics Corp)
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyBorrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and each of their present respective current and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneysshareholders, agents, and employees, agents and other representatives each of their respective predecessors, successors, heirs, and assigns (Agentindividually and collectively, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” Releasing Parties”) does hereby fully and completely release, acquit and forever discharge each of Lenders, and each their respective parents, subsidiaries, affiliates, members, managers, shareholders, directors, officers and employees, and each of their respective predecessors, successors, heirs, and assigns (individually as a and collectively, the “ReleaseeReleased Parties”), of and from any and all demands, actions, causes of action, suits, controversiesdebts, damages and any and all other disputes, damages, claims, counterclaimsobligations, defensesliabilities, rights costs, expenses and demands of set-offany kind whatsoever, demands and liabilities whatsoever (individuallyat law or in equity, a “Claim” and collectivelywhether matured or unmatured, “Claims”) of every name and natureliquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party unknown that the Releasing Parties (or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have them) has against the Releasees Released Parties or any of them for(whether directly or indirectly), uponbased in whole or in part on facts, whether or by reason of any circumstancenot now known, actionexisting on or before the date hereof, cause or thing whatsoever in relation that relate to, arise out of or in any way otherwise are in connection with with: (i) any or all of the Credit Agreement, or any of the other Loan Documents or transactions thereunder contemplated thereby or related thereto which arises at any time actions or omissions in connection therewith or (ii) any aspect of the dealings or relationships between or among any or all of the Borrowers, on the one hand, and any or prior all of the Released Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. Each Borrower acknowledges that the foregoing release is a material inducement to each Lender’s decision to enter into this Agreement and agree to the day modifications contemplated hereunder, and date of this Amendmenthas been relied upon by Lenders in connection therewith.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Venture Loan and Security Agreement (Mohawk Group Holdings, Inc.), Venture Loan and Security Agreement (Mohawk Group Holdings, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and LendersLender, and their its successors and assigns, and their its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower, or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) , including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Loan Party Borrower waives the provisions of California Civil Code section 1542, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) . Each Loan Party Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. The provisions of this section shall survive payment in full of the Secured Obligations, full performance of all the terms of this Amendment and the other Loan Documents.
Appears in 2 contracts
Sources: Loan and Security Agreement (BridgeBio Pharma, Inc.), Loan and Security Agreement (BridgeBio Pharma, Inc.)
Release. (a) In consideration of the agreements of Agent and Lenders the Required Holders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, each Loan Partythe Company, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent New York Life and Lenders, each Noteholder and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (AgentNew York Life, each Lender the Noteholders and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-set off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party the Company or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b) Each Loan Party Agreement for or on account of, or in relation to, or in any way in connection with the NYL Note Facility or any of the other Financing Documents or transactions thereunder or related thereto. The Company understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party . The Company agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. The Company acknowledges and agrees that the Releasees have fully performed all obligations and undertakings owed to the Company under or in any way in connection with the NYL Note Facility or any of the other Financing Documents or transactions thereunder or related thereto as of the date hereof.
Appears in 2 contracts
Sources: Master Note Facility (MSA Safety Inc), Master Note Facility
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan PartyBorrower, on behalf of itself and each of its Affiliates and Subsidiaries and each of their respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, each Lender and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender Lenders and all such other Persons persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party Borrower or any of their respective its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, Agreement or any of the other Loan Financing Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendmentthereto.
(b) Each Loan Party Borrower understands, acknowledges and agrees that the its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Credit and Security Agreement (Sarepta Therapeutics, Inc.), Credit and Security Agreement (Sarepta Therapeutics, Inc.)
Release. (a) In consideration of the agreements of Agent amendments and waivers agreed to and granted by the Lenders contained herein and for other good and valuable considerationpursuant to this Amendment, the receipt and sufficiency of which is Borrower hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably (a) releases, remises acquits and forever discharges Agent and Lenderseach Agent, the Co-Agent, each Lender, and each of their successors and assignsrespective agents, and their present and former shareholdersemployees, officers, partners, directors, servants, representatives, attorneys, affiliates, subsidiariessuccessors and assigns (collectively, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender the "Released Parties") from any and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)liabilities, of and from all demandsclaims, actionssuits, debts, liens, losses, causes of action, suitsdemands, controversiesrights, damages damages, costs and expenses of any and all other claimskind, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and naturecharacter or nature whatsoever, known or unknown, suspected fixed or unsuspectedcontingent, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives that Borrower may now or hereafter own, hold, have or claim to have against the Releasees such Lender which might arise out of or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection be connected with any act of the Credit Agreement, commission or any omission of the other Loan Documents such Lender existing or transactions thereunder or related thereto which arises at any time occurring on or prior to the day and date of this Amendment.
, including, without limitation, any claims, liabilities or obligations relating to or arising out of or in connection with the Credit Agreement, any other Credit Documents or this Amendment (including, without limitation, arising out of or in connection with the initiation, negotiation, closing or administration of the transactions contemplated thereby or related thereto), from the beginning of time until the execution and delivery of this release and the effectiveness of this Amendment (the "Released Claims") and (b) Each Loan Party understandsagree forever to refrain from commencing, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against instituting or prosecuting any actionlawsuit, suit action or other proceeding which may be instituted, prosecuted or attempted in breach of against the provisions of such releaseReleased Parties with respect to any and all Released Claims.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Credit Agreement (Vari Lite International Inc), Amendment No. 6 and Waiver (Vari Lite International Inc)
Release. (a) In consideration of the foregoing agreements by the Partnership, you hereby agree to and do fully and completely release, discharge and waive any and all claims, complaints, causes of Agent and Lenders contained herein and for other good and valuable considerationaction, actions, suits, debts, sums of money, contracts, controversies, agreements, promises, or demands of whatever kind, in law or in equity, which you ever had, now have or which you, your heirs, executors or administrators may have against the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself Partnership and its successorssubsidiaries, assignsaffiliates, and other legal representativespredecessors, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and each and all of their present officers, directors, partners, associates, agents, shareholders and former shareholdersemployees by reason of any event, affiliatesmatter, cause or thing which has occurred prior to the date of execution of this Agreement (hereinafter “Claims”). You understand and accept that this Agreement specifically covers, but is not limited to, any and all Claims which you have or may otherwise have against the Partnership relating in any way to compensation, or to any other terms, conditions or circumstances of your employment with the Partnership and to your termination of such employment as contemplated hereby, whether for severance or based on statutory or common law claims for employment discrimination (including any claims under the Age Discrimination in Employment Act), wrongful discharge, breach of contract or any other theory, whether legal or equitable. Notwithstanding the foregoing, in no event shall you be deemed by this paragraph to have released any rights or claims you may have for payments or benefits under this Agreement or to seek indemnification with respect to liability incurred by you in your capacity as an officer or director of the Company, the Partnership or their affiliated entities.
(b) In exchange for the benefits provided to them under this Agreement, the Partnership, the Company and their subsidiaries, divisions, affiliated entities, predecessors, directorssuccessors and assigns hereby agree to and do fully and completely release you and your heirs, officers, attorneys, employees, agents successors and other representatives (Agent, each Lender assigns from any and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actionsclaims, causes of action, suits, controversiesdemands and/or controversies of whatever kind, damages and any and all other claimsin law or equity, counterclaims, defenses, rights which has occurred prior to the date of set-off, demands and liabilities whatsoever the execution of this Agreement (individually, a “Claim” and collectivelyhereinafter, “Company Claims”) arising out of every name your former employment with the Company and naturethe Partnership. The Company Claims that are being released include for example, known and without limitation, claims arising under any federal, state, or unknowncommon law, suspected statute, regulation, or unsuspectedlaw of any other type. Furthermore, both at law the releasers herein acknowledge that there are no lawsuits, charges or demands currently pending based on any claim released in this Section and that they promise never to file or prosecute a lawsuit complaint or charge based on the claims released in equitythis Section. Notwithstanding the foregoing, which any Loan Party or any of the Company, the Partnership and their respective successors, assigns, affiliates do not waive any rights to which they may be entitled (i) to seek to enforce this Agreement or other legal representatives may now (ii) pursuant to any Company Claims that are founded upon or hereafter own, hold, have directly related to breach of fiduciary duty and/or willful or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever intentional misconduct in relation to, or in any way in connection with any your capacity as a director of the Credit Agreement, Company or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this AmendmentFunds.
(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
Appears in 2 contracts
Sources: Retirement Agreement (Alliance Capital Management Holding Lp), Retirement Agreement (Alliance Capital Management L P)