Common use of Entire Agreement; Release Clause in Contracts

Entire Agreement; Release. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE ENTIRE, FINAL AGREEMENT AND UNDERSTANDING CONCERNING THE SUBJECT MATTER HEREOF AND THEREOF BETWEEN THE PARTIES HERETO, AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS, REPRESENTATIONS, WARRANTIES, COMMITMENTS, PROPOSALS, OFFERS AND CONTRACTS CONCERNING THE SUBJECT MATTER HEREOF, WHETHER ORAL OR WRITTEN. THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, ANY SUPPLEMENTS HERETO OR THERETO, AND ANY INSTRUMENTS OR DOCUMENTS DELIVERED OR TO BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF THIS AGREEMENT AND ANY SCHEDULE OR EXHIBIT HERETO, THE TERMS OF THIS AGREEMENT SHALL GOVERN. EXECUTION OF THIS AGREEMENT BY PLEDGORS CONSTITUTES A FULL, COMPLETE AND IRREVOCABLE RELEASE OF ANY AND ALL CLAIMS WHICH PLEDGORS MAY HAVE AT LAW OR IN EQUITY IN RESPECT OF ALL PRIOR DISCUSSIONS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. NEITHER AGENT NOR ANY LENDER SHALL BE LIABLE TO ANY PLEDGOR OR ANY OTHER PERSON ON ANY THEORY OF LIABILITY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Entire Agreement; Release. THIS AGREEMENT, TOGETHER WITH (a) THE OTHER LOAN DOCUMENTS, REPRESENTS DOCUMENTS EMBODY THE ENTIRE, FINAL ENTIRE AGREEMENT OF THE PARTIES AND UNDERSTANDING CONCERNING SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF BETWEEN THE PARTIES HERETO, AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS, REPRESENTATIONS, WARRANTIES, COMMITMENTS, PROPOSALS, OFFERS AND CONTRACTS CONCERNING THE SUBJECT MATTER HEREOF, WHETHER ORAL OR WRITTEN. THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, ANY SUPPLEMENTS HERETO OR THERETO, AND ANY INSTRUMENTS PRIOR LETTER OF INTEREST, COMMITMENT LETTER, CONFIDENTIALITY AND SIMILAR AGREEMENTS INVOLVING ANY CREDIT PARTY AND ANY LENDER OR DOCUMENTS DELIVERED ANY OF THEIR RESPECTIVE AFFILIATES RELATING TO A FINANCING OF SUBSTANTIALLY SIMILAR FORM, PURPOSE OR TO BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF EFFECT OTHER THAN THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOFEE LETTER. IN THE EVENT OF ANY INCONSISTENCY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND ANY SCHEDULE OR EXHIBIT HERETOOTHER LOAN DOCUMENT, THE TERMS OF THIS AGREEMENT SHALL GOVERN. EXECUTION GOVERN (UNLESS OTHERWISE EXPRESSLY STATED IN SUCH OTHER LOAN DOCUMENT OR SUCH TERMS OF THIS AGREEMENT BY PLEDGORS CONSTITUTES A FULLSUCH OTHER LOAN DOCUMENTS ARE NECESSARY TO COMPLY WITH APPLICABLE REQUIREMENTS OF LAW, COMPLETE AND IRREVOCABLE RELEASE OF ANY AND ALL CLAIMS IN WHICH PLEDGORS MAY HAVE AT LAW OR IN EQUITY IN RESPECT OF ALL PRIOR DISCUSSIONS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING CASE SUCH TERMS SHALL GOVERN TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. NEITHER AGENT NOR ANY LENDER SHALL BE LIABLE EXTENT NECESSARY TO ANY PLEDGOR OR ANY OTHER PERSON ON ANY THEORY OF LIABILITY FOR ANY SPECIALCOMPLY THEREWITH). (b) In no event shall any Indemnitee or any Credit Party be liable on any theory of liability for any special, INDIRECTindirect, CONSEQUENTIAL OR PUNITIVE DAMAGESconsequential or punitive damages (including any loss of profits, business or anticipated savings); provided that nothing contained in this sentence shall limit the Credit Parties’ indemnification obligations as set forth in Section 9.6 to the extent damages are included in any third party claim in connection with which an Indemnitee is entitled to indemnification under the Loan Documents. (c) Each party hereto hereby waives, releases and agrees (and shall cause each of its Related Persons to waive, release and agree) not to xxx upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (d) (i) Any indemnification or other protection provided to any Indemnitee pursuant to this Section 9.20, Sections 9.5 (Costs and Expenses), and 9.6 (Indemnity), and Article VIII (Agent) and Article X (Taxes, Yield Protection and Illegality), and (ii) the provisions of Section 8.1 of the Guaranty and Security Agreement, in each case, shall (x) survive the termination of the Revolving Commitments and the payment in full of all other Obligations and (y) with respect to clause (i) above, inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.

Entire Agreement; Release. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS EMBODIES THE ENTIRE, FINAL ENTIRE AGREEMENT AND UNDERSTANDING CONCERNING AMONG BORROWER, THE SUBJECT MATTER HEREOF LENDERS AND THEREOF BETWEEN THE PARTIES HERETOAGENT, AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS OR CONTEMPORANEOUS AGREEMENTS AND DISCUSSIONS, REPRESENTATIONS, WARRANTIES, COMMITMENTS, PROPOSALS, OFFERS AND CONTRACTS CONCERNING THE SUBJECT MATTER HEREOF, WHETHER ORAL OR WRITTEN. THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, ANY SUPPLEMENTS HERETO OR THERETO, AND ANY INSTRUMENTS OR DOCUMENTS DELIVERED OR TO BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH MAY NOT BE CONTRADICTED BY EVIDENCE UNDERSTANDINGS OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF THIS AGREEMENT AND ANY SCHEDULE OR EXHIBIT HERETO, THE TERMS OF THIS AGREEMENT SHALL GOVERN. EXECUTION OF THIS AGREEMENT BY PLEDGORS CONSTITUTES A FULL, COMPLETE AND IRREVOCABLE RELEASE OF ANY AND ALL CLAIMS WHICH PLEDGORS MAY HAVE AT LAW OR IN EQUITY IN RESPECT OF ALL PRIOR DISCUSSIONS AND UNDERSTANDINGSSUCH PERSONS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, EXCEPT FOR THE FEE LETTER REFERENCED IN SUBSECTION 1.9(A), ANY PRIOR ARRANGEMENTS MADE WITH RESPECT TO THE PAYMENT BY BORROWER OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. NEITHER AGENT NOR ANY LENDER SHALL BE LIABLE TO ANY PLEDGOR (OR ANY OTHER PERSON INDEMNIFICATION FOR) ANY FEES, COSTS, OR EXPENSES PAYABLE TO OR INCURRED (OR TO BE INCURRED) BY OR ON ANY THEORY BEHALF OF LIABILITY FOR ANY SPECIALAGENT OR THE LENDERS. THERE ARE NO UNWRITTEN AGREEMENTS AMONG THE PARTIES. Borrower has relied exclusively on the terms and provisions contained in this Agreement and the other Loan Documents in its execution and delivery hereof and thereof and entering into the transactions which are the subject hereof and thereof. Execution of this Agreement by Borrower constitutes a full, INDIRECTcomplete, CONSEQUENTIAL OR PUNITIVE DAMAGESand irrevocable release of any and all claims which Borrower may have at law or in equity in respect of all prior discussions and understandings, oral or written, relating to the subject matter of this Agreement and the other Loan Documents. Neither Agent nor any Lender shall be liable to Borrower or any other Person on any theory of liability for any special, indirect, consequential or punitive damages.