Common use of General Release; Covenant Not to Sue Clause in Contracts

General Release; Covenant Not to Sue. (a) In consideration of, among other things, Xxxxxx's execution and delivery of this Agreement, Borrower hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee (as hereinafter defined) from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the "Claims"), that Borrower now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against Lender, and each of its affiliates, subsidiaries, shareholders and "controlling persons" (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys and other representatives of each of the foregoing (collectively, the "Releasees"), based in whole or in part on facts, whether or not now known, existing on or before the Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (ii) any aspect of the dealings or relationships between Borrower, on the one hand, and Lender, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of the equity holders of Xxxxxxxx, on the one hand, and Lender, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. (b) In connection with such releases, Borrower acknowledges that it is aware that its attorneys or others may hereafter discover claims or facts presently unknown or unsuspected in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims being released pursuant to Section 6(a) hereof. Nevertheless, it is the intention of Borrower in executing this Agreement to fully, finally, and forever settle and release all matters and all claims relating thereto, which exist, hereafter may exist or might have existed (whether or not previously or currently asserted in any action) constituting Claims released pursuant to Section 6(a) hereof. (c) In entering into this Agreement, Borrower consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. (d) Borrower hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to Section 6(a) hereof. If Borrower violates the foregoing covenant, Borrower agree to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable attorneys' fees and reasonable out-of-pocket expenses incurred by any Releasee as a result of such violation. (e) The provisions of this Section shall survive the termination of this Agreement, the Loan Documents, and payment in full of the Obligations.

General Release; Covenant Not to Sue. (a) In consideration ofxx, among other things, XxxxxxAdministrative Agent's and each Lender's execution and delivery of this Agreement, Borrower and each other Designated Company, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, "Releasors"), hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee (as hereinafter defined) from any and all claims (includingliens, without limitationclaims, crossclaims, counterclaims, rights of set-off interests and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses action of any kind or claims whatsoever nature (collectively, the "Claims"), ) that Borrower such Releasor now has or hereafter may havehave against Administrative Agent, of whatsoever nature Co-Administrative Agent or any Lender in any capacity and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against Lender, and each of its their respective affiliates, subsidiaries, shareholders and "controlling persons" (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys and other representatives of each of the foregoing (collectively, the "Releasees"), based in whole or in part on facts, whether or not now known, facts existing on or before the Forbearance Effective Date, Date that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewithDocument, (ii) any aspect of the dealings transaction, action or relationships between Borrower, on the one hand, and Lender, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereofomission contemplated thereby, or (iii) any aspect of the dealings or relationships between or among any or all of Borrower and the equity holders of Xxxxxxxxother Designated Companies, on the one hand, and any of Administrative Agent, Co-Administrative Agent or any Lender, on the other hand, but only relating to any Loan Document or transaction, action or omission contemplated thereby. The receipt by Borrower or any other Designated Company of any Loans or other financial accommodations made by Administrative Agent or any Lender on or after the Forbearance Effective Date shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees which are based on facts existing on or prior to the extent date of receipt of any such dealings Loans or relationships relate to any or all other financial accommodations. The provisions of this Section shall survive the documents, transactions, actions or omissions referenced in clause (i) hereof. (b) In connection with such releases, Borrower acknowledges that it is aware that its attorneys or others may hereafter discover claims or facts presently unknown or unsuspected in addition to or different from those which they now know or believe to be true with respect to the subject matter termination of the Claims being released pursuant to Section 6(a) hereof. Nevertheless, it is the intention of Borrower in executing this Agreement to fully, finally, and forever settle and release all matters and all claims relating thereto, which exist, hereafter may exist or might have existed (whether or not previously or currently asserted in any action) constituting Claims released pursuant to Section 6(a) hereof. (c) In entering into this Agreement, the Credit Agreement, the other Loan Documents and payment in full of the Obligations. Borrower consulted withand each other Designated Company, on behalf of itself and its successors, assigns, and has been represented byother legal representatives, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. (d) Borrower hereby absolutely, unconditionally and irrevocably, covenants and irrevocably agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged discxxxged by Borrower or any other Designated Company pursuant to Section 6(a5(a) hereof. If Borrower Borrower, any other Designated Company or any of its successors, assigns or other legal representatives violates the foregoing covenant, Borrower agree and the other Designated Companies, each 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 reasonable attorneys' fees and reasonable out-of-pocket expenses costs incurred by any Releasee as a result of such violation. (e) The . To the extent that, notwithstanding the Illinois choice of law provisions of this Section shall survive in the termination of this Credit Agreement, this Agreement and the other Loan Documents, California law is deemed to apply to the release and payment in full indemnification provisions set forth herein, Borrower and each other Designated Company warrants, represents and agrees that it is fully aware of the Obligations.California Civil Code Section 1542, which provides as follows:

General Release; Covenant Not to Sue. (a) In consideration consxxxration of, among other things, XxxxxxAdministrative Agent's and each Lender's execution and delivery of this Agreement, Borrower and each other Designated Company, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, "Releasors"), hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee (as hereinafter defined) from any and all claims (includingliens, without limitationclaims, crossclaims, counterclaims, rights of set-off interests and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses action of any kind or claims whatsoever nature (collectively, the "Claims"), ) that Borrower such Releasor now has or hereafter may havehave against Administrative Agent, of whatsoever nature Co-Administrative Agent or any Lender in any capacity and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against Lender, and each of its their respective affiliates, subsidiaries, shareholders and "controlling persons" (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys and other representatives of each of the foregoing (collectively, the "Releasees"), based in whole or in part on facts, whether or not now known, facts existing on or before the Forbearance Effective Date, Date that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewithDocument, (ii) any aspect of the dealings transaction, action or relationships between Borrower, on the one hand, and Lender, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereofomission contemplated thereby, or (iii) any aspect of the dealings or relationships between or among any or all of Borrower and the equity holders of Xxxxxxxxother Designated Companies, on the one hand, and any of Administrative Agent, Co-Administrative Agent or any Lender, on the other hand, but only relating to any Loan Document or transaction, action or omission contemplated thereby. The receipt by Borrower or any other Designated Company of any Loans or other financial accommodations made by Administrative Agent or any Lender on or after the Forbearance Effective Date shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees which are based on facts existing on or prior to the extent date of receipt of any such dealings Loans or relationships relate to any or all other financial accommodations. The provisions of this Section shall survive the documents, transactions, actions or omissions referenced in clause (i) hereof. (b) In connection with such releases, Borrower acknowledges that it is aware that its attorneys or others may hereafter discover claims or facts presently unknown or unsuspected in addition to or different from those which they now know or believe to be true with respect to the subject matter termination of the Claims being released pursuant to Section 6(a) hereof. Nevertheless, it is the intention of Borrower in executing this Agreement to fully, finally, and forever settle and release all matters and all claims relating thereto, which exist, hereafter may exist or might have existed (whether or not previously or currently asserted in any action) constituting Claims released pursuant to Section 6(a) hereof. (c) In entering into this Agreement, the Credit Agreement, the other Loan Documents and payment in full of the Obligations. Borrower consulted withand each other Designated Company, on behalf of itself and its successors, assigns, and has been represented byother legal representatives, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. (d) Borrower hereby absolutely, unconditionally and irrevocably, covenants and irrevocably agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged disxxxrged by Borrower or any other Designated Company pursuant to Section 6(a5(a) hereof. If Borrower Borrower, any other Designated Company or any of its successors, assigns or other legal representatives violates the foregoing covenant, Borrower agree and the other Designated Companies, each 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 reasonable attorneys' fees and reasonable out-of-pocket expenses costs incurred by any Releasee as a result of such violation. (e) The . To the extent that, notwithstanding the Illinois choice of law provisions of this Section shall survive in the termination of this Credit Agreement, this Agreement and the other Loan Documents, California law is deemed to apply to the release and payment in full indemnification provisions set forth herein, Borrower and each other Designated Company warrants, represents and agrees that it is fully aware of the Obligations.California Civil Code Section 1542, which provides as follows:

General Release; Covenant Not to Sue. (a) In consideration of, among other things, Xxxxxx's execution and delivery of this Agreement, each of the Borrower (collectively, "Releasors") hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee (as hereinafter defined) from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the "Claims"), that Borrower such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against Lender, and each of its affiliates, subsidiaries, shareholders and "controlling persons" (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys and other representatives of each of the foregoing (collectively, the "Releasees"), based in whole or in part on facts, whether or not now known, existing on or before the Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (ii) any aspect of the dealings or relationships between or among the Borrower, on the one hand, and Lender, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of the equity holders of Xxxxxxxxthe Borrower, on the one hand, and Lender, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. (b) In connection with such releases, the Borrower acknowledges acknowledge that it is they are aware that its they or their attorneys or others may hereafter discover claims or facts presently unknown or unsuspected in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Claims being released pursuant to Section 6(a) hereof. Nevertheless, it is the intention of the Borrower in executing this Agreement to fully, finally, and forever settle and release all matters and all claims relating thereto, which exist, hereafter may exist or might have existed (whether or not previously or currently asserted in any action) constituting Claims released pursuant to Section 6(a) hereof. (c) In entering into this Agreement, Borrower each Credit Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. (d) Each of the Borrower hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower any Credit Party pursuant to Section 6(a) hereof. If Borrower any Credit Party violates the foregoing covenant, the Borrower agree to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable attorneys' fees and reasonable out-of-pocket expenses incurred by any Releasee as a result of such violation. (e) The provisions of this Section shall survive the termination of this Agreement, the Loan Documents, and payment in full of the Obligations.