General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this Amendment, each Borrower and each other Credit Party, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties in any capacity and 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, advisors 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 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other 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 Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other Documents and payment in full of the Obligations. (b) Each Borrower and each other Credit Party hereby agrees that the Releasees shall each be an Indemnified Party and entitled to the benefits of Section 16.5 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith. (c) Each Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party pursuant to Section 8(a) hereof. If any Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.
Appears in 13 contracts
Samples: Revolving Credit and Security Agreement (Emerge Energy Services LP), Revolving Credit and Security Agreement (Emerge Energy Services LP), Revolving Credit and Security Agreement (Emerge Energy Services LP)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersForbearing Noteholders’ execution and delivery of this AmendmentAgreement, each Borrower of the Issuer and each other Credit Partythe Guarantors, on behalf of itself and its agentsagents (including, without limitation, investment managers), representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Forbearing Noteholders in any capacity and 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, advisors 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 Credit Agreement Indenture, the Guarantees or any Other Documents the Notes or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit PartiesGuarantors, on the one hand, and any or all of the Secured PartiesForbearing Noteholders, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower the Issuer and each other Credit Party Guarantor 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 thereof. The provisions of this Section 12 9 shall survive the termination of this Amendment, Agreement and the Credit Agreement, the Other Documents and payment in full of the ObligationsNotes Documents.
(b) Each Borrower The Issuer and the Guarantors each other Credit Party hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of the Issuer, any Guarantor, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Indenture, the Notes, the Guarantees, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith; provided, that neither the Issuer nor any Guarantor shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Issuer and the Guarantors each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement and the Notes Documents.
(c) Each Borrower of the Issuer and each other Credit Partythe Guarantors, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower the Issuer or any other Credit Party Guarantor pursuant to Section 8(a9(a) hereof. If any Borrowerthe Issuer, any other Credit Party Guarantor or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower the Issuer and each other Credit PartyGuarantors, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 3 contracts
Samples: Forbearance Agreement (GTT Communications, Inc.), Forbearance Agreement (GTT Communications, Inc.), Noteholder Forbearance Agreement (GTT Communications, Inc.)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the Required Lenders’ execution and delivery of this AmendmentAgreement, each Borrower of the Borrowers and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Lender Parties in any capacity and 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, advisors 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 Third Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the First Lien Credit Agreement or any Agreement, this Agreement, the Other Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among the Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Lender Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower the Borrowers and each other Credit Party consulted with, and has have been represented by, legal counsel and expressly disclaims disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees agree and acknowledges acknowledge 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 thereof. The provisions of this Section 12 shall survive the termination of this AmendmentAgreement, the First Lien Credit Agreement, the Other Documents and payment in full of the Obligations.
(b) Each Borrower The Borrowers and each the other Credit Party Parties each hereby agrees agree that it shall, jointly and severally, indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of the Borrowers, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the First Lien Credit Agreement, the Other Documents, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith.
(c) Each ; provided, that neither Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or nor any other Credit Party pursuant shall have any obligation to Section 8(a) hereof. If any Borrower, any other Credit Party indemnify or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as hold harmless any Releasee may sustain as a hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of such violation, all attorneys' fees and costs incurred by any that Releasee as finally determined by a result court of such violationcompetent jurisdiction. The foregoing indemnity shall survive the termination of this Agreement, the First Lien Credit Agreement, the Other Documents and the payment in full of the Obligations.
Appears in 2 contracts
Samples: Forbearance Agreement and Third Amendment to Second Amended and Restated Revolving Credit and Security Agreement, Forbearance Agreement and Third Amendment to Second Amended and Restated Revolving Credit and Security Agreement (Emerge Energy Services LP)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersForbearing Holders’ execution and delivery of this AmendmentAgreement, each Borrower and each other Credit Partyof the Issuers, on behalf of itself and its agentsagents (including, without limitation, investment managers), representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Forbearing Holders in any capacity and 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, advisors 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 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement Indenture, the Guarantees or any Other Documents the Notes or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit PartiesGuarantors, on the one hand, and any or all of the Secured PartiesForbearing Holders, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other Credit Party Issuer 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 except as expressly set forth herein 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 thereof. The provisions of this Section 12 9 shall survive the termination of this Amendment, Agreement and the Credit Agreement, the Other Documents and payment in full of the ObligationsNote Documents.
(b) Each Borrower The Issuers each hereby agree that they shall be, jointly and each other Credit Party hereby agrees that severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of the Issuer, any Guarantor, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment Agreement; provided, that the Issuers shall not have any obligation to indemnify or hold harmless any other document executed and/or delivered in connection therewithReleasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Issuers agree to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement and the Notes Documents.
(c) Each Borrower and each other Credit Partyof the Issuers, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower such Issuer or any other Credit Party Guarantor pursuant to Section 8(a9(a) hereof. If any Borrower, any other Credit Party Issuer or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Partyof the Issuers, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 2 contracts
Samples: Forbearance Agreement (Mallinckrodt PLC), Forbearance Agreement (Mallinckrodt PLC)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this Third Amendment, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) for and 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Third Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Second Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this AgreementThird Amendment, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Third Amendment, the Credit AgreementSecond Lien Indenture, the Other other Second Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each the other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Second Lien Indenture, the other Second Lien Documents, this Third Amendment or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Third Amendment, the Second Lien Indenture, the other Second Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a3(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each the other Credit PartyParties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 2 contracts
Samples: Forbearance Agreement to Second Lien Indenture (Saratoga Resources Inc /Tx), Forbearance Agreement to Second Lien Indenture (Blackstone / GSO Capital Solutions Fund LP)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this Amendment, each Borrower and each other Credit Party, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties in any capacity and 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, advisors 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 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other 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 Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans Advances or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans Advances or other financial accommodations. In entering into this Agreement, each Borrower and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other Documents and payment in full of the Obligations.
(b) Each Borrower and each other Credit Party hereby agrees that the Releasees shall each be an Indemnified Party and entitled to the benefits of Section 16.5 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party pursuant to Section 8(a12(a) hereof. If any Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Emerge Energy Services LP), Revolving Credit and Security Agreement (Emerge Energy Services LP)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersForbearing Noteholders’ execution and delivery of this AmendmentAgreement, each Borrower of the Issuer and each the other Credit PartyNote Parties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Forbearing Noteholders in any capacity and 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, advisors 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 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other 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 Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other Documents and payment in full of the Obligations.
(b) Each Borrower and each other Credit Party hereby agrees that the Releasees shall each be an Indemnified Party and entitled to the benefits of Section 16.5 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party pursuant to Section 8(a) hereof. If any Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.the
Appears in 2 contracts
Samples: Forbearance Agreement (Monitronics International Inc), Forbearance Agreement (Ascent Capital Group, Inc.)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s ’s, the Majority Lenders’, certain Swap Lenders’ and the Lenderscertain Cash Management Parties’ execution and delivery of this AmendmentAgreement, each of Borrower and each the other Credit PartyLoan Parties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Lender Parties in any capacity and 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, advisors 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 Credit Agreement Loan Documents or any Other Documents Lender Swap Contracts or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Borrower and the other Credit Loan Parties, on the one hand, and any or all of the Secured Lender Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. Notwithstanding the foregoing, the Releasors shall not waive, release or (iii) discharge any aspect of Claim against a Releasee with respect to such Releasee’s failure to fund the dealings or relationships between or among any or all of Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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) hereofSpecified Draw Amount. The receipt by any Borrower or any other Credit Loan Party of any Loans or other financial accommodations made by any Secured Lender Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other Credit Loan 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 thereof. The provisions of this Section 12 shall survive the termination of this AmendmentAgreement, the Credit Agreement, the Other Documents other Loan Documents, any Lender Swap Contracts and payment in full of the Obligations.
(b) Each Borrower and other Loan Parties each other Credit Party hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Borrower, any other Loan Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Credit Agreement, the other Loan Documents, any Lender Swap Contracts, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Borrower nor any other Loan Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower and other Loan Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement, the Credit Agreement, the other Loan Documents, any Lender Swap Contracts and the payment in full of the Obligations.
(c) Each of Borrower and each other Credit PartyLoan Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Loan Party pursuant to Section 8(a6(a) hereof. If any Borrower, any other Credit Loan Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit PartyLoan Parties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 2 contracts
Samples: Forbearance Agreement and Amendment to Credit Agreement (Gulfport Energy Corp), Forbearance Agreement and Amendment to Credit Agreement (Gulfport Energy Corp)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this Fifth Amendment, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sxx or prosecute against any Releasee (as hereinafter defined) for and 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Fifth Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other First Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this AgreementFifth Amendment, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Fifth Amendment, the Credit AgreementFirst Lien Indenture, the Other other First Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each the other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the First Lien Indenture, the other First Lien Documents, this Fifth Amendment or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Fifth Amendment, the First Lien Indenture, the other First Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a3(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each the other Credit PartyParties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Forbearance Agreement to First Lien Indenture (Saratoga Resources Inc /Tx)
General Release; Indemnity. (a) In consideration of, among other things, Agentthe Lender’s and the Lenders’ execution and delivery of this Amendment, except for the obligations of the Lender under this Amendment, each Borrower and each other Credit Partyof the Borrowers, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sxx or prosecute against any Releasee (as hereinafter defined) defined below), and hereby forever waives, releases and discharges, discharges to the fullest extent permitted by law, each Releasee (as defined below) 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 and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that 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 (collectively, the “Claims”)equity, against any or all of the Secured Parties Lender (in any capacity capacity) and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws)its Affiliates, and their respective successors and assigns and each and all of the officers, directors, employees, consultants, agents, attorneys, advisors 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 Effective Datedate hereof, that relate to, arise out of of, or otherwise are in connection with: with (i) any or all aspect of the Credit Agreement business, operations, assets, properties, affairs or any Other Documents other aspect of any of the Borrowers or transactions contemplated thereby or any actions or omissions in connection therewiththeir Subsidiaries, (ii) any aspect of the dealings or relationships between or among the Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Parties, 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 Insight Equity Management Company LLC and its affiliatestheir Affiliates, on the one hand, and the LendersLender, on the other hand, but only to the extent such dealings or relationships relate to (iii) any or all of the documents, transactions, actions Transaction Documents or any transactions contemplated thereby or any acts or omissions referenced in clause (i) hereofconnection therewith. The receipt by any Borrower or any other Credit Party the Borrowers of any Revolving Loans or other financial accommodations made by any Secured Party the Lender on or after the date hereof shall constitute a ratification, adoption, and confirmation by such party each of the Borrowers of the foregoing general release of all Claims against the Releasees that which are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Revolving Loans or other financial accommodations. In entering into this AgreementAmendment, each Borrower and each other Credit Party the Borrowers consulted with, and has have been represented by, legal counsel counsel, and expressly disclaims disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees agree and acknowledges acknowledge that the validity and effectiveness of the releases release set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereofhereof. The provisions of this Section 12 11 shall survive the termination of this Amendment, the Credit Loan Agreement, the Other other Transaction Documents and payment in full of the Obligations.
(b) Each Borrower In addition to, and without limiting, their respective indemnification obligations under the Transaction Documents, each other Credit Party of Borrowers hereby agrees that it shall be obligated jointly and severally to indemnify and hold harmless the Releasees shall each be an Indemnified Party with respect to any and entitled all Losses of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by, or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of any Borrower, any other Borrower or any of their Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
herewith; provided, that the Borrowers shall not have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they: (ci) Each Borrower and each other Credit Partyresult from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction, on behalf or (ii) result from any breach of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor this Amendment by the Lender as finally determined by a court of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party pursuant to Section 8(a) hereofcompetent jurisdiction. If any Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates and to the extent that the foregoing covenantundertaking may be unenforceable for any reason, each Borrower the Borrowers agree to make the maximum contribution to the payment and each satisfaction thereof which is permissible under applicable law. The foregoing indemnity shall survive the termination of this Amendment, the Loan Agreement, the other Credit Party, each for itself Transaction Documents and its successors, assigns and legal representatives, agrees to pay, the payment in addition to such other damages as any Releasee may sustain as a result full of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violationthe Obligations.
Appears in 1 contract
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this Second Amendment, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) for and 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Second Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Second Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this AgreementSecond Amendment, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Second Amendment, the Credit AgreementSecond Lien Indenture, the Other other Second Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each the other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Second Lien Indenture, the other Second Lien Documents, this Second Amendment or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Second Amendment, the Second Lien Indenture, the other Second Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a3(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each the other Credit PartyParties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Forbearance Agreement to Second Lien Indenture (Saratoga Resources Inc /Tx)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this Third Amendment, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) for and 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Third Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other First Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this AgreementThird Amendment, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Third Amendment, the Credit AgreementFirst Lien Indenture, the Other other First Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each the other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the First Lien Indenture, the other First Lien Documents, this Third Amendment or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Third Amendment, the First Lien Indenture, the other First Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a3(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each the other Credit PartyParties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Forbearance Agreement (Blackstone / GSO Capital Solutions Fund LP)
General Release; Indemnity. (a) 1. In consideration of, among other things, Agentthe Lender’s and the Lenders’ execution and delivery of this AmendmentAgreement, each of the Borrower and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waivesknowingly, voluntarily, and intentionally releases and dischargesforever discharges each of the Lender and its Related Persons (collectively, to the fullest extent permitted by law, “Releasees” and individually each Releasee a “Releasee”) from any and all claims (including, without limitation, crossclaimspossible claims, counterclaims, rights of set-off and recoupment)demands, setoffs, defenses, actions, causes of action, suits, debtscontroversies, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executionslosses, costs, expenses or claims and liabilities whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing anticipated or hereafter arisingunanticipated, whether arising suspected or unsuspected, at law or in equity equity, originating on or before the date of this Agreement, which any Releasor may now or hereafter have against any Releasee, if any (collectively, the “Claims”), against and irrespective of whether any or all of the Secured Parties in any capacity and 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, advisors 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 Effective Date, that relate to, such Claims arise out of contract, tort, equity, violation of Law or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other 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 Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereofregulations, or (iii) any aspect of the dealings or relationships between or among any or all of Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodationsotherwise. In entering into this Agreement, each the Borrower and each other 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 thereof. For purposes of this Agreement, the term “Related Persons” shall mean, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor and other consultants and agents of or to such Person or any of its Affiliates. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other Documents Loan Agreement, the other Loan Documents, and payment Payment in full Full of the Obligations.
(b) Each Borrower and each other Credit Party hereby agrees that the Releasees shall each be an Indemnified Party and entitled to the benefits of Section 16.5 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party pursuant to Section 8(a) hereof. If any Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
General Release; Indemnity. (a) In consideration of, among other things, Administrative Agent’s and the Lenders’ execution and delivery of this AmendmentAgreement, each of Borrower and each other Credit PartyGuarantor, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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 whatsoeverwhatsoever (collectively, the “Claims”), that 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 (collectively, the “Claims”)equity, against the Collateral Agent, Administrative Agent and any or all of the Lenders and/or any other Secured Parties Party in any capacity and 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, advisors 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 Effective Datedate hereof, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Loan Documents and this Agreement, or transactions contemplated thereby or hereby, or any actions or omissions in connection therewiththerewith or herewith, or (ii) any aspect of the dealings or relationships between or among the Borrowers Borrower and the other Credit PartiesGuarantor, on the one hand, and any or all of the Lenders and/or any other Secured PartiesParty, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other Credit Party Guarantor 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 thereofhereof. The provisions of this Section 12 shall survive the termination of this AmendmentAgreement, the Credit Agreement, the Other other Loan Documents and payment in full of the Obligations.
(b) Each Borrower and each other Credit Party hereby agrees that it shall be obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by, or on behalf of Section 16.5 of the Credit Agreementany person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Borrower, or any of their respective subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Credit Agreement, the other Loan Documents, this Amendment Agreement or any other document executed and/or delivered in connection therewithherewith; provided, that Borrower shall have no obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 6 may be unenforceable in whole or in part because they are violative of any law or public policy, Borrower agrees to contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities hereunder incurred by any of them. The foregoing indemnity shall survive the termination of this Agreement, the Credit Agreement, the other Loan Documents and the payment in full of the Obligations.
(c) Each of Borrower and each other Credit PartyGuarantor, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party Guarantor pursuant to Section 8(a) 6 hereof. If any Borrower, any other Credit Party Guarantor or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit PartyGuarantor, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this Fourth Amendment, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) for and 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Fourth Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Second Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this AgreementFourth Amendment, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Fourth Amendment, the Credit AgreementSecond Lien Indenture, the Other other Second Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each the other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Second Lien Indenture, the other Second Lien Documents, this Fourth Amendment or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Fourth Amendment, the Second Lien Indenture, the other Second Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a3(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each the other Credit PartyParties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Forbearance Agreement to Second Lien Indenture (Blackstone / GSO Capital Solutions Fund LP)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersRequired Noteholders’ execution and delivery of this AmendmentAgreement, each Borrower of the Issuers and each the other Credit PartyNote Parties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Noteholder Parties in any capacity and 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, advisors 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 Credit Agreement or any Note Purchase Agreement, this Agreement, the Other Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuers and the other Credit Note Parties, on the one hand, and any or all of the Secured Noteholder Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower the Issuers and each other Credit Note Party consulted with, and has have been represented by, legal counsel and expressly disclaims disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees agree and acknowledges acknowledge 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 thereof. The provisions of this Section 12 shall survive the termination of this AmendmentAgreement, the Credit Note Purchase Agreement, the Other Documents and payment in full of the Obligations.
(b) Each Borrower The Issuers and the other Note Parties each other Credit Party hereby agrees agree that it shall, jointly and severally, indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of the Issuers, any other Note Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Note Purchase Agreement, the Other Documents, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith.
(c) Each Borrower and each other Credit Party; provided, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or neither Issuer nor any other Credit Note Party pursuant shall have any obligation to Section 8(a) hereof. If any Borrower, any other Credit Party indemnify or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as hold harmless any Releasee may sustain as a hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of such violation, all attorneys' fees and costs incurred by any that Releasee as finally determined by a result court of such violationcompetent jurisdiction. The foregoing indemnity shall survive the termination of this Agreement, the Note Purchase Agreement, the Other Documents and the payment in full of the Obligations.
Appears in 1 contract
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this AmendmentAgreement, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, discharges 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Credit Agreement or any Other First Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other First Lien Indenture, the other First Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the First Lien Indenture, the other First Lien Documents, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement, the First Lien Indenture, the other First Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a5(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each other Credit PartyParties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Forbearance Agreement (Blackstone / GSO Capital Solutions Fund LP)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this Amendment, each Borrower and each other Credit Party, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties in any capacity and 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, advisors 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 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other 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 Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other Documents and payment in full of the Obligations.
(b) Each Borrower and each other Credit Party hereby agrees that the Releasees shall each be an Indemnified Party and entitled to the benefits of Section 16.5 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party pursuant to Section 8(a) hereof. If any Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.. PARENT GUARANTOR: EMERGE ENERGY SERVICES LP By: EMERGE ENERGY SERVICES GP LLC, its General Partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President BORROWERS: EMERGE ENERGY SERVICES OPERATING LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President ALLIED ENERGY COMPANY LLC DIRECT FUELS LLC SUPERIOR SILICA SANDS LLC By: EMERGE ENERGY SERVICES OPERATING LLC, its sole member By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President ALLIED RENEWABLE ENERGY, LLC By: ALLIED ENERGY COMPANY LLC, its sole member By: EMERGE ENERGY SERVICES OPERATING LLC, its sole member By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President EMERGE ENERGY DISTRIBUTORS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President AGENT AND LENDER: PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President A LENDER: BANK OF AMERICA, N.A. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President A LENDER: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President A LENDER: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President A LENDER: SANTANDER BANK, N.A. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President A LENDER: ROYAL BANK OF CANADA By: /s/ H. Xxxxxxxxxxx XxXxxxxx, CFA Name: H. Xxxxxxxxxxx XxXxxxxx, CFA Title: Attorney-in-Fact A LENDER: AMEGY BANK a division of ZB, N.A. By: /s/ Xxxxx Xxxxxxxxxxx, III Name: Xxxxxx Xxxxxxxxxxx, III Title: Vice President A LENDER: XXXXXX XXXXXXX BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory A LENDER: STIFEL BANK & TRUST By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Executive Vice President A LENDER: XXXXXX XXXXXXX SENIOR FUNDING, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President
Appears in 1 contract
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this Third Amendment, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sxx or prosecute against any Releasee (as hereinafter defined) for and 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Third Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other First Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this AgreementThird Amendment, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Third Amendment, the Credit AgreementFirst Lien Indenture, the Other other First Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each the other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the First Lien Indenture, the other First Lien Documents, this Third Amendment or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Third Amendment, the First Lien Indenture, the other First Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a3(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each the other Credit PartyParties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Forbearance Agreement to First Lien Indenture (Saratoga Resources Inc /Tx)
General Release; Indemnity. (a) a. In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this Amendment, each the Borrower and each other Credit PartyLoan Party (as such parties are designated in the signature pages hereto), on behalf of itself itself, any Person claiming through such Loan Party, and each of its and their respective agents, representatives, officers, directors, advisors, employees, subsidiaries, subsidiaries and affiliates, successors and assigns each successor and assign of each such Person (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, discharges each Releasee 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, that 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 (collectively, the “Claims”), against the Agent and any or all of the Secured Parties Lenders in any capacity and 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, advisors 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 Ninth Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Loan Documents (including this Amendment) or transactions contemplated thereby or any actions or omissions in connection therewiththerewith (including, without limitation, any Claims (which, for the avoidance of doubt shall include all Claims that may arise, become known or come into existence after the Ninth Amendment Effective Date and at any future time thereafter) based in whole or in part on such facts and that arise out of, are related to, or are in any way connected with any potential SPAC Transaction) or (ii) any aspect of the dealings or relationships between or among the Borrowers Borrower and the other Credit Loan Parties, on the one hand, and any or all of the Secured PartiesAgent and the Lenders, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any the Borrower or any other Credit Loan Party of any Loans or other financial accommodations made by any Secured Party Lender after the date hereof shall constitute a ratification, adoption, and confirmation by such party the Borrower and the other Loan Parties of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodationsNinth Amendment Effective Date relating to clauses (i) and (ii) above. In entering into this AgreementAmendment, each the Borrower and each other Credit Loan 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other other Loan Documents and payment in full of the Obligations.
(b) Each b. The Borrower and each other Credit Loan Party hereby agrees that the Releasees shall each be an Indemnified Party Indemnitee and entitled to the benefits of Section 16.5 9.02 of the Amended Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each c. The Borrower and each other Credit Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Loan Party pursuant to Section 8(a16(a) hereof. If any the Borrower, any other Credit Loan Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each the other Credit PartyLoan Parties, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Forbearance Agreement and Ninth Amendment to Credit Agreement (Unifund Financial Technologies, Inc.)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this AmendmentAgreement, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, discharges 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Credit Agreement or any Other First Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other First Lien Indenture, the other First Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the First Lien Indenture, the other First Lien Documents, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement, the First Lien Indenture, the other First Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a5(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each other Credit PartyParties, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersForbearing Noteholders’ execution and delivery of this AmendmentAgreement, each Borrower of the Issuer and each other Credit Partythe Guarantors, on behalf of itself and its agentsagents (including, without limitation, investment managers), representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby ||| forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Forbearing Noteholders in any capacity and 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, advisors 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 Credit Agreement Indenture, the Guarantees or any Other Documents the Notes or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit PartiesGuarantors, on the one hand, and any or all of the Secured PartiesForbearing Noteholders, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower the Issuer and each other Credit Party Guarantor 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 thereof. The provisions of this Section 12 8 shall survive the termination of this Amendment, Agreement and the Credit Agreement, the Other Documents and payment in full of the ObligationsNotes Documents.
(b) Each Borrower The Issuer and the Guarantors each other Credit Party hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of the Issuer, any Guarantor, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Indenture, the Notes, the Guarantees, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith; provided, that neither the Issuer nor any Guarantor shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Issuer and the Guarantors each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement and the Notes Documents.
(c) Each Borrower of the Issuer and each other Credit Partythe Guarantors, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower the Issuer or any other Credit Party Guarantor pursuant to Section 8(a) hereof. If any Borrowerthe Issuer, any other Credit Party Guarantor or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower the Issuer and each other Credit PartyGuarantors, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Noteholder Forbearance Agreement (GTT Communications, Inc.)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the Required Lenders’ execution and delivery of this AmendmentAgreement, each Borrower of the Borrowers and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Lender Parties in any capacity and 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, advisors 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 First Lien Credit Agreement or any Agreement, this Agreement, the Other Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among the Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Lender Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower the Borrowers and each other Credit Party consulted with, and has have been represented by, legal counsel and expressly disclaims disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees agree and acknowledges acknowledge 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 thereof. The provisions of this Section 12 shall survive the termination of this AmendmentAgreement, the First Lien Credit Agreement, the Other Documents and payment in full of the Obligations.
(b) Each Borrower The Borrowers and each the other Credit Party Parties each hereby agrees agree that it shall, jointly and severally, indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of the Borrowers, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the First Lien Credit Agreement, the Other Documents, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith.
(c) Each ; provided, that neither Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or nor any other Credit Party pursuant shall have any obligation to Section 8(a) hereof. If any Borrower, any other Credit Party indemnify or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as hold harmless any Releasee may sustain as a hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of such violation, all attorneys' fees and costs incurred by any that Releasee as finally determined by a result court of such violationcompetent jurisdiction. The foregoing indemnity shall survive the termination of this Agreement, the First Lien Credit Agreement, the Other Documents and the payment in full of the Obligations.
Appears in 1 contract
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the Lenders’ Bank's execution and delivery of this AmendmentAgreement, and any other Loans or other financial accommodations which Bank elects to extend to Borrowers, each Borrower and each other Credit PartyBorrower, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “"Releasors”"), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, discharges to the fullest extent permitted by law, and hereby agrees to hold each Releasee from (as defined below) harmless 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, executionssuits, costs, expenses or claims whatsoeverand damages (collectively, the "Claims"), that such any 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 (collectively, the “Claims”)equity, against any or all of the Secured Parties Bank in any capacity and their respective 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, advisors 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 Effective Date, that relate to, arise out execution of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other 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 Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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) hereofthis Agreement. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Bank after the date hereof shall constitute a ratification, adoption, and confirmation by such party Borrowers of the foregoing general release of all Claims against the Releasees that any Releasee which are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other Credit Party the Borrowers have consulted with, and has been represented by, legal counsel and expressly disclaims disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees agree and acknowledges acknowledge that the validity and effectiveness of the releases release set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereofhereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, Loan Agreement and the Other Documents Agreements and payment in full of the ObligationsBorrowers' Liabilities.
(b) Each Borrower Borrowers hereby agree that their obligation to indemnify and each other Credit Party hereby agrees that hold the Releasees harmless as set forth in Section 6(a) hereof shall each be include an Indemnified Party obligation to indemnify and entitled to the benefits of Section 16.5 of the Credit Agreement, including, without limitation, hold Releasees harmless with respect to any Claims arising from and all liabilities, obligations, losses, penalties, actions, judgements, suits, costs, expenses or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis disbursements of any Claim released, remised and discharged by any Borrower kind or any other Credit Party pursuant to Section 8(a) hereof. If any Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.nature whatsoever
Appears in 1 contract
Samples: Loan and Security Agreement (Paul Harris Stores Inc)
General Release; Indemnity. (a) a. In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this Amendment, each the Borrower and each other Credit PartyLoan Party (as such parties are designated in the signature pages hereto), on behalf of itself itself, any Person claiming through such Loan Party, and each of its and their respective agents, representatives, officers, directors, advisors, employees, subsidiaries, subsidiaries and affiliates, successors and assigns each successor and assign of each such Person (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, discharges each Releasee 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, that 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 (collectively, the “Claims”), against the Agent and any or all of the Secured Parties Lenders in any capacity and 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, advisors 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 Eighth Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Loan Documents (including this Amendment) or transactions contemplated thereby or any actions or omissions in connection therewiththerewith (including, without limitation, any Claims (which, for the avoidance of doubt shall include all Claims that may arise, become known or come into existence after the Eighth Amendment Effective Date and at any future time thereafter) based in whole or in part on such facts and that arise out of, are related to, or are in any way connected with any potential SPAC Transaction) or (ii) any aspect of the dealings or relationships between or among the Borrowers Borrower and the other Credit Loan Parties, on the one hand, and any or all of the Secured PartiesAgent and the Lenders, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any the Borrower or any other Credit Loan Party of any Loans or other financial accommodations made by any Secured Party Lender after the date hereof shall constitute a ratification, adoption, and confirmation by such party the Borrower and the other Loan Parties of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodationsEighth Amendment Effective Date relating to clauses (i) and (ii) above. In entering into this AgreementAmendment, each the Borrower and each other Credit Loan 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other other Loan Documents and payment in full of the Obligations.
(b) Each b. The Borrower and each other Credit Loan Party hereby agrees that the Releasees shall each be an Indemnified Party Indemnitee and entitled to the benefits of Section 16.5 9.02 of the Credit AgreementAgreement (as amended hereby), including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each c. The Borrower and each other Credit Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Loan Party pursuant to Section 8(a14(a) hereof. If any the Borrower, any other Credit Loan Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each the other Credit PartyLoan Parties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Credit Agreement (Unifund Financial Technologies, Inc.)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersRequired Noteholders’ execution and delivery of this AmendmentAgreement, each Borrower of the Issuers and each the other Credit PartyNote Parties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Noteholder Parties in any capacity and 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, advisors 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 Second Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Note Purchase Agreement, this Agreement, the Other Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuers and the other Credit Note Parties, on the one hand, and any or all of the Secured Noteholder Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower the Issuers and each other Credit Note Party consulted with, and has have been represented by, legal counsel and expressly disclaims disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees agree and acknowledges acknowledge 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 thereof. The provisions of this Section 12 shall survive the termination of this AmendmentAgreement, the Credit Note Purchase Agreement, the Other Documents and payment in full of the Obligations.
(b) Each Borrower The Issuers and the other Note Parties each other Credit Party hereby agrees agree that it shall, jointly and severally, indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of the Issuers, any other Note Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Note Purchase Agreement, the Other Documents, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith.
(c) Each Borrower and each other Credit Party; provided, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or neither Issuer nor any other Credit Note Party pursuant shall have any obligation to Section 8(a) hereof. If any Borrower, any other Credit Party indemnify or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as hold harmless any Releasee may sustain as a hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of such violation, all attorneys' fees and costs incurred by any that Releasee as finally determined by a result court of such violationcompetent jurisdiction. The foregoing indemnity shall survive the termination of this Agreement, the Note Purchase Agreement, the Other Documents and the payment in full of the Obligations.
Appears in 1 contract
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this AmendmentAgreement, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, discharges 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Credit Agreement or any Other Second Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other Second Lien Indenture, the other Second Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Second Lien Indenture, the other Second Lien Documents, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement, the Second Lien Indenture, the other Second Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a5(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each other Credit PartyParties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Forbearance Agreement (Blackstone / GSO Capital Solutions Fund LP)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholder Parties’ execution and delivery of this AmendmentAgreement, each Borrower of the Company and each the other Credit PartyNote Parties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, discharges each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Noteholder Parties in any capacity and 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, advisors 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 Waiver Effective Date, that relate to, arise out of or otherwise are in connection with: (i) with any or all of the Credit Agreement or any Other Note Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (ii) and any aspect of the dealings or relationships between or among the Borrowers Company and the other Credit Note Parties, on the one hand, and any or all of the Secured Noteholder Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereofabove, other than any fraud, gross negligence, or (iii) any aspect willful misconduct not known by the Company as of the dealings or relationships between or among any or all date of Insight Equity Management Company LLC and its affiliatesthis Agreement (such released Claims, on the one hand, and the Lenders, 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“Released Claims”). The receipt by any Borrower the Company or any other Credit Note Party of any Loans or other financial accommodations made by any Secured Noteholder Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Released Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower the Company and each other Credit Note 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other Indenture, the other Note Documents and payment in full of the Obligations, or the earlier resignation or removal of the Trustee or the Collateral Agent.
(b) The Company and other Note Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by or on behalf of any Person, including, without limitation, the respective officers, directors, agents, trustees, creditors, partners or shareholders of the Company, any other Note Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect of any Released Claims; provided, that neither the Company nor any other Note Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the fraud, gross negligence, or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company and other Note Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement, the Indenture, the other Note Documents and the payment in full of the Obligations.
(b) Each Borrower and each other Credit Party hereby agrees that the Releasees shall each be an Indemnified Party and entitled to the benefits of Section 16.5 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each Borrower of the Company and each other Credit PartyNote Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower the Company or any other Credit Note Party pursuant to Section 8(a4(a) hereof. If any Borrowerthe Company, any other Credit Note Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower the Company and each other Credit PartyNote Parties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
(d) To the extent that, notwithstanding the New York choice of law provisions in this Agreement, California law is deemed to apply to the release and indemnification provisions set forth herein, the parties hereto each warrant, represent and agree that they are fully aware of California Civil Code Section 1542, which provides as follows:
Appears in 1 contract
Samples: Limited Waiver Agreement (Independence Contract Drilling, Inc.)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this Fourth Amendment, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sxx or prosecute against any Releasee (as hereinafter defined) for and 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Fourth Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other First Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this AgreementFourth Amendment, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Fourth Amendment, the Credit AgreementFirst Lien Indenture, the Other other First Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each the other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the First Lien Indenture, the other First Lien Documents, this Fourth Amendment or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Fourth Amendment, the First Lien Indenture, the other First Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a3(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each the other Credit PartyParties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Forbearance Agreement to First Lien Indenture (Saratoga Resources Inc /Tx)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this Amendment, each Borrower and each other Credit Party, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties in any capacity and 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, advisors 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 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other 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 Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other Documents and payment in full of the Obligations.
(b) Each Borrower and each other Credit Party hereby agrees that the Releasees shall each be an Indemnified Party and entitled to the benefits of Section 16.5 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party pursuant to Section 8(a8 (a) hereof. If any Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.. [signature pages follow] 11
Appears in 1 contract
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this Amendment, each Borrower and each other Credit Party, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties in any capacity and 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, advisors 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 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other 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 Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other Documents and payment in full of the Obligations.
(b) Each Borrower and each other Credit Party hereby agrees that the Releasees shall each be an Indemnified Party and entitled to the benefits of Section 16.5 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party pursuant to Section 8(a) hereof. If any Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Emerge Energy Services LP)
General Release; Indemnity. (a) 9.1 In consideration of, among other things, the Administrative Agent’s ’s, Issuing Banks’ and the Lenders’ execution and delivery of this AmendmentAgreement, each Borrower of Borrowers and each the other Credit PartyObligors, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Administrative Agent, Co-Collateral Agents, Issuing Banks, Lenders and other Secured Parties (sometimes referred to herein individually as a “Lender Party,” and collectively as the “Lender Parties”) in any capacity and 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, advisors 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 Effective Datedate of this Agreement, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Obligations, Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers and the other Credit PartiesObligors, on the one hand, and any or all of the Secured Lender Parties, on the other hand, relating to any or all of the obligations, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, on the other hand, but only to the extent such dealings or relationships relate to any or all of the obligations, documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other Loan Agreement, the other Loan Documents and payment in full the Full Payment of the Obligations.
(b) Each Borrower 9.2 Borrowers and other Obligors each other Credit Party hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of any Borrower, any other Obligor, or any of their respective Subsidiaries, whether asserted or unasserted, in respect to of any Claims claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of or relating to the Obligations, the Loan Agreement, the other Loan Documents, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith; provided, that neither any Borrower nor any other Obligor shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of any Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrowers and other Obligors each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement, the Loan Agreement, the other Loan Documents and the Full Payment of the Obligations.
(c) 9.3 Each Borrower of Borrowers and each other Credit PartyObligors, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party Obligor pursuant to Section 8(a) 7.1 hereof. If any Borrower, any other Credit Party Obligor or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Borrowers and each other Credit PartyObligors, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
General Release; Indemnity. (a) Section 8.01. In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this AmendmentAgreement by the Administrative Agent and the Lenders, and any financial accommodations which the Administrative Agent or any Lender elects to extend to the Borrower or any other Credit Party after the date hereof, each of the Borrower and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, discharges to the fullest extent permitted by law, and hereby agrees to hold each Releasee from (as defined below) harmless 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, executionssuits, costs, expenses or claims whatsoeverand damages (collectively, the “Claims”), that such any Releasor now has or hereafter may havehas, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”)equity, against any or all of the Secured Parties Administrative Agent and the Lenders in any capacity and 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, consultants, agents, attorneys, advisors 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 Second Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other 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 Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by the Administrative Agent or any Secured Party Lender after the date hereof shall constitute a ratification, adoption, and confirmation by such party Borrower and the other Credit Parties of the foregoing general release releases of all Claims against the Releasees that any Releasee which are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each the other Credit Party Parties have consulted with, and has been represented by, legal counsel and expressly disclaims disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees agree and acknowledges acknowledge 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 thereofhereof. The provisions of this Section 12 shall survive the termination of this Amendment, Agreement and the other Credit Agreement, the Other Documents and payment in full of the Obligations.
(b) Each Borrower and each other Credit Party hereby agrees that the Releasees shall each be an Indemnified Party and entitled to the benefits of Section 16.5 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party pursuant to Section 8(a) hereof. If any Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
General Release; Indemnity. (a) a. In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this Amendment, each the Borrower and each other Credit PartyLoan Party (as such parties are designated in the signature pages hereto), on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against the Agent and any or all of the Secured Parties Lenders in any capacity and 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, advisors 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 Fifth Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Loan Documents (including this Amendment) or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Borrower and the other Credit Loan Parties, on the one hand, and any or all of the Secured PartiesAgent and the Lenders, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any the Borrower or any other Credit Loan Party of any Loans or other financial accommodations made by any Secured Party Lender after the date hereof shall constitute a ratification, adoption, and confirmation by such party the Borrower and the other Loan Parties of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodationsFifth Amendment Effective Date relating to clauses (i) and (ii) above. In entering into this AgreementAmendment, each the Borrower and each other Credit Loan 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other other Loan Documents and payment in full of the Obligations.
(b) Each b. The Borrower and each other Credit Loan Party hereby agrees that the Releasees shall each be an Indemnified Party Indemnitee and entitled to the benefits of Section 16.5 9.02 of the Credit AgreementAgreement (as amended hereby), including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each c. The Borrower and each other Credit Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Loan Party pursuant to Section 8(a14(a) hereof. If any the Borrower, any other Credit Loan Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each the other Credit PartyLoan Parties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Credit Agreement (Unifund Financial Technologies, Inc.)
General Release; Indemnity. (a) In addition to, and not in lieu of or in any way limiting, the provisions of the Securities Purchase Agreement, in consideration of, among other things, the Designated Agent’s and the LendersRequisite Purchasers’ execution and delivery of this AmendmentAgreement, each Borrower and each other Credit Partyof the Company, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sue or prosecute against any Releasee (as hereinafter defined) and 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 recoupmentrecoupment or claims of fraudulent transfer under state or federal law), 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 whatsoeverwhatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may havehas, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”)equity, against any or all of the Secured Parties Purchasers (in any capacity their capacities as such) and 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, advisors attorneys and other representatives of each of the foregoing (collectively, the “Releasees”), solely to the extent 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 Credit Agreement or any Other Transaction Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Company and the other Credit Loan Parties, on the one hand, and any or all of the Secured PartiesPurchasers, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other Credit Party the Company 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 thereofhereof. Notwithstanding the foregoing, the directors and officers of the Company do not waive and may assert any defenses they may have as of the date hereof in connection with any claims made against them related to the foregoing. The provisions of this Section 12 5 shall survive the termination of this Amendment, the Credit Agreement, the Other Securities Purchase Agreement, the other Transaction Documents and payment in full of the Secured Obligations. Notwithstanding anything to the contrary herein, the rights of the Company’s officers and directors to receive indemnification from the Company pursuant to applicable law and agreements by and between the Company and such persons shall not be altered or otherwise affected pursuant to the terms of this Agreement.
(ba) Each Borrower and each other Credit Party The Company hereby agrees that it shall be obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements which are direct, indirect or consequential in nature which are incurred by the Releasees, or any of them as a result of or arising from or relating to the benefits any proceeding by, or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of the Company, any other Loan Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Securities Purchase Agreement, the other Transaction Documents, this Amendment Agreement or any other document executed and/or delivered in connection therewithherewith; provided, that neither the Company nor any other Loan Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement, the Securities Purchase Agreement, the other Transaction Documents and the payment in full of the Secured Obligations.
(cb) Each Borrower and each other Credit PartyThe Company, on behalf of itself and its successors, successors and assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower the Company or any other Credit Loan Party pursuant to this Section 8(a) hereof5. If any Borrower, any other Credit Party the Company or any of its successors, successors or assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Partythe Company, each for itself and its successors, assigns successors and legal representativesassigns, 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 any Releasee as a result of such violation.
Appears in 1 contract
General Release; Indemnity. (a) a. In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this Amendment, each the Borrower and each other Credit PartyLoan Party (as such parties are designated in the signature pages hereto), on behalf of itself itself, any Person claiming through such Loan Party, and each of its and their respective agents, representatives, officers, directors, advisors, employees, subsidiaries, subsidiaries and affiliates, successors and assigns each successor and assign of each such Person (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, discharges each Releasee 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, that 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 (collectively, the “Claims”), against the Agent and any or all of the Secured Parties Lenders in any capacity and 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, advisors 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 Seventh Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Loan Documents (including this Amendment) or transactions contemplated thereby or any actions or omissions in connection therewiththerewith (including, without limitation, any Claims (which, for the avoidance of doubt shall include all Claims that may arise, become known or come into existence after the Seventh Amendment Effective Date and at any future time thereafter) based in whole or in part on such facts and that arise out of, are related to, or are in any way connected with any potential SPAC Transaction) or (ii) any aspect of the dealings or relationships between or among the Borrowers Borrower and the other Credit Loan Parties, on the one hand, and any or all of the Secured PartiesAgent and the Lenders, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any the Borrower or any other Credit Loan Party of any Loans or other financial accommodations made by any Secured Party Lender after the date hereof shall constitute a ratification, adoption, and confirmation by such party the Borrower and the other Loan Parties of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodationsSeventh Amendment Effective Date relating to clauses (i) and (ii) above. In entering into this AgreementAmendment, each the Borrower and each other Credit Loan 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other other Loan Documents and payment in full of the Obligations.
(b) Each b. The Borrower and each other Credit Loan Party hereby agrees that the Releasees shall each be an Indemnified Party Indemnitee and entitled to the benefits of Section 16.5 9.02 of the Credit AgreementAgreement (as amended hereby), including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each c. The Borrower and each other Credit Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Loan Party pursuant to Section 8(a14(a) hereof. If any the Borrower, any other Credit Loan Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each the other Credit PartyLoan Parties, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Credit Agreement (Unifund Financial Technologies, Inc.)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this Amendment, each Borrower and each other Credit Party, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties in any capacity and 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, advisors 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 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other 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 Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans Advances or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans Advances or other financial accommodations. In entering into this Agreement, each Borrower and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other Documents and payment in full of the Obligations.
(b) Each Borrower and each other Credit Party hereby agrees that the Releasees shall each be an Indemnified Party and entitled to the benefits of Section 16.5 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party pursuant to Section 8(a) hereof. If any Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
General Release; Indemnity. (a) In consideration of, among other things, Agent’s, Term Loan Servicer’s and the Lenders’ execution and delivery of this AmendmentAgreement, each Borrower and each other Credit Party, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims claims, whether known or unknown, (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, that 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 (collectively, the “Claims”), against any or all of the Secured Lender Parties in any capacity and 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, advisors 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 Standstill Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Financing Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (ii) the Specified Defaults and the Lender Parties reservation rights in respect thereof, and (iii) any aspect of the dealings or relationships between or among the Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Lender Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause clauses (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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 (iii) hereof. The receipt by any a Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Lender Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this AmendmentAgreement, the Credit Agreement, the Other other Financing Documents and payment in full of the Obligations.
(b) Each Borrower of the Borrowers and each the other Credit Party Parties hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of any Borrower, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Credit Agreement, the other Financing Documents, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith; provided, that no Borrower or any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Borrower and other Credit Party agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement, the Credit Agreement, the other Financing Documents and the payment in full of the Obligations.
(c) Each Borrower of the Borrowers and each the other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any a Borrower or any other Credit Party pursuant to Section 8(a6(a) hereof. If any Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Borrowers and each the other Credit PartyParties, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Standstill Agreement (ViewRay, Inc.)
General Release; Indemnity. (a) In consideration of, among other things, the Administrative Agent’s and the Lenders’ execution and delivery of this Amendment, each the Borrower and each other Credit Loan Party, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties in any capacity and 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, advisors 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 Amendment No. 2 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith and (ii) any aspect of the dealings or relationships between or among the Borrowers Borrower and the other Credit Loan Parties, on the one hand, and any or all of the Secured Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this AgreementAmendment, each the Borrower and each other Credit Loan 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 thereof. The provisions of this Section 12 9 shall survive the termination of this Amendment, the Credit Agreement, the Other Loan Documents and payment in full of the Obligations.
(b) Each The Borrower and each other Credit Loan Party hereby agrees that the Releasees shall each be an Indemnified Party Indemnitee and entitled to the benefits of Section 16.5 11.3.2 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each The Borrower and each other Credit Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any the Borrower or any other Credit Loan Party pursuant to Section 8(a9(a) hereof. If any the Borrower, any other Credit Loan Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each the Borrower and each other Credit Loan Party, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Credit Agreement (CONSOL Energy Inc)
General Release; Indemnity. (a) In consideration of, among other things, AgentXxxxxx’s and the Lenders’ execution and delivery of this AmendmentAgreement, each of Borrower and each the other Credit PartyLoan Parties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, discharges each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Lender in any capacity and their its respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their its respective successors and assigns and each and all of the its officers, directors, employees, agents, attorneys, advisors 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 First Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: with (i) any or all of the Credit Agreement or any Other Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Borrower and the other Credit Loan Parties, on the one hand, and any or all of the Secured PartiesLender, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Loan Party of any Loans or other financial accommodations made by any Secured Party Lender after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other Credit Loan 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 thereof. The provisions of this Section 12 shall survive the termination of this AmendmentAgreement, the Credit Agreement, the Other other Loan Documents and payment in full of the Obligations.
(b) Each Borrower and the other Loan Parties each other Credit Party hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Borrower, any other Loan Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Credit Agreement, the other Loan Documents, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Borrower nor any other Loan Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower and the other Loan Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement, the Credit Agreement, the other Loan Documents and the payment in full of the Obligations.
(c) Each of Borrower and each the other Credit PartyLoan Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Loan Party pursuant to Section 8(a4(a) hereof. If any Borrower, any other Credit Loan Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each the other Credit PartyLoan Parties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the Required Lenders’ execution and delivery of this AmendmentAgreement, each Borrower of the Borrowers and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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, that 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 (collectively, the “Claims”), against any or all of the Secured Lender Parties in any capacity and 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, advisors 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 Second Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the First Lien Credit Agreement or any Agreement, this Agreement, the Other Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among the Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Lender Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower the Borrowers and each other Credit Party consulted with, and has have been represented by, legal counsel and expressly disclaims disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees agree and acknowledges acknowledge 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 thereof. The provisions of this Section 12 shall survive the termination of this AmendmentAgreement, the First Lien Credit Agreement, the Other Documents and payment in full of the Obligations.
(b) Each Borrower The Borrowers and each the other Credit Party Parties each hereby agrees agree that it shall, jointly and severally, indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of the Borrowers, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the First Lien Credit Agreement, the Other Documents, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith.
(c) Each ; provided, that neither Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or nor any other Credit Party pursuant shall have any obligation to Section 8(a) hereof. If any Borrower, any other Credit Party indemnify or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as hold harmless any Releasee may sustain as a hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of such violation, all attorneys' fees and costs incurred by any that Releasee as finally determined by a result court of such violationcompetent jurisdiction. The foregoing indemnity shall survive the termination of this Agreement, the First Lien Credit Agreement, the Other Documents and the payment in full of the Obligations.
Appears in 1 contract
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this Fourth Amendment, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sxx or prosecute against any Releasee (as hereinafter defined) for and 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Fourth Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Second Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this AgreementFourth Amendment, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Fourth Amendment, the Credit AgreementSecond Lien Indenture, the Other other Second Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each the other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Second Lien Indenture, the other Second Lien Documents, this Fourth Amendment or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Fourth Amendment, the Second Lien Indenture, the other Second Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a3(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each the other Credit PartyParties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Forbearance Agreement to Second Lien Indenture (Saratoga Resources Inc /Tx)
General Release; Indemnity. (a) In addition to, and not in lieu of or in any way limiting, the provisions of the Securities Purchase Agreement, in consideration of, among other things, Agent’s and the LendersPurchasers’ execution and delivery of this AmendmentAgreement, each Borrower and each other Credit Partyof the Company, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sue or prosecute against any Releasee (as hereinafter defined) and 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 recoupmentrecoupment or claims of fraudulent transfer under state or federal law), 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 whatsoeverwhatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may havehas, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”)equity, against any or all of the Secured Parties Purchasers (in any capacity their capacities as such) and 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, advisors attorneys and other representatives of each of the foregoing (collectively, the “Releasees”), solely to the extent 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 Credit Agreement or any Other Transaction Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers and the other Credit PartiesCompany, on the one hand, and any or all of the Secured PartiesPurchasers, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other Credit Party the Company 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 thereofhereof. Notwithstanding the foregoing, the directors and officers of the Company do not waive and may assert any defenses they may have as of the date hereof in connection with any claims made against them related to the foregoing. The provisions of this Section 12 6 shall survive the termination of this Amendment, the Credit Agreement, the Other Securities Purchase Agreement, the other Transaction Documents and payment in full of the Obligations.
(ba) Each Borrower and each other Credit Party The Company hereby agrees that it shall be obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements which are direct, indirect or consequential in nature which are incurred by the Releasees, or any of them, as a result of or arising from or relating to the benefits any proceeding by, or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of the Company or any of its respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Securities Purchase Agreement, the other Transaction Documents, this Amendment Agreement or any other document executed and/or delivered in connection therewithherewith; provided, that the Company shall not have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement, the Securities Purchase Agreement, the other Transaction Documents and the payment in full of the Obligations. Notwithstanding anything to the contrary herein, the rights of the Company’s officers and directors to receive indemnification from the Company pursuant to applicable law and agreements by and between the Company and such persons shall not be altered or otherwise affected pursuant to the terms of this Agreement.
(cb) Each Borrower and each other Credit PartyThe Company, on behalf of itself and its successors, successors and assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party the Company pursuant to this Section 8(a) hereof6. If any Borrower, any other Credit Party the Company or any of its successors, successors or assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Partythe Company, each for itself and its successors, assigns successors and legal representativesassigns, 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 any Releasee as a result of such violation.
Appears in 1 contract
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this Fourth Amendment, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) for and 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Fourth Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other First Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this AgreementFourth Amendment, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Fourth Amendment, the Credit AgreementFirst Lien Indenture, the Other other First Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each the other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the First Lien Indenture, the other First Lien Documents, this Fourth Amendment or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Fourth Amendment, the First Lien Indenture, the other First Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a3(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each the other Credit PartyParties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Forbearance Agreement to First Lien Indenture (Blackstone / GSO Capital Solutions Fund LP)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this AmendmentAgreement, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, discharges 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Credit Agreement or any Other Second Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other Second Lien Indenture, the other Second Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Second Lien Indenture, the other Second Lien Documents, this Amendment Agreement or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement, the Second Lien Indenture, the other Second Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a5(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each other Credit PartyParties, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
General Release; Indemnity. (a) In consideration of, among other things, Administrative Agent’s and the Lenders’ execution and delivery of this AmendmentAgreement, each Borrower and each other Credit PartyBorrower, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee 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 whatsoeverwhatsoever (collectively, the “Claims”), that 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 (collectively, the “Claims”)equity, against the Collateral Agent, Administrative Agent and any or all of the Lenders and/or any other Secured Parties Party in any capacity and 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, advisors 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 Effective Datedate hereof, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Loan Documents and this Agreement, or transactions contemplated thereby or hereby, or any actions or omissions in connection therewiththerewith or herewith, or (ii) any aspect of the dealings or relationships between or among the Borrowers and the other Credit PartiesBorrower, on the one hand, and any or all of the Lenders and/or any other Secured PartiesParty, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other 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 thereofhereof. The provisions of this Section 12 shall survive the termination of this AmendmentAgreement, the Credit Agreement, the Other other Loan Documents and payment in full of the Obligations.
(b) Each Borrower and each other Credit Party hereby agrees that it shall be obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by, or on behalf of Section 16.5 of the Credit Agreementany person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Borrower, or any of their respective subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Credit Agreement, the other Loan Documents, this Amendment Agreement or any other document executed and/or delivered in connection therewithherewith; provided, that Borrower shall have no obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 8 may be unenforceable in whole or in part because they are violative of any law or public policy, Borrower agrees to contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities hereunder incurred by any of them. The foregoing indemnity shall survive the termination of this Agreement, the Credit Agreement, the other Loan Documents and the payment in full of the Obligations.
(c) Each Borrower and each other Credit PartyBorrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party pursuant to Section 8(a) hereof. 8 hereof If any Borrower, any other Credit Party Borrower or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit PartyBorrower, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
(d) Upon consummation of the Asset Sale resulting in the sale of all of Borrower’s assets, payment of all proceeds being made to Agent in accordance herewith, Agent will undertake to release Borrower from further liabilities under the Credit Agreement other than indemnification obligations and other than to the extent anything gets clawed back.
Appears in 1 contract
General Release; Indemnity. (a) a. In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this Amendment, each the Borrower and each other Credit PartyLoan Party (as such parties are designated in the signature pages hereto), on behalf of itself itself, any Person claiming through such Loan Party, and each of its and their respective agents, representatives, officers, directors, advisors, employees, subsidiaries, subsidiaries and affiliates, successors and assigns each successor and assign of each such Person (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, discharges each Releasee 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, that 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 (collectively, the “Claims”), against the Agent and any or all of the Secured Parties Lenders in any capacity and 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, advisors 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 Sixth Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Loan Documents (including this Amendment) or transactions contemplated thereby or any actions or omissions in connection therewiththerewith (including, without limitation, any Claims (which, for the avoidance of doubt shall include all Claims that may arise, become known or come into existence after the Sixth Amendment Effective Date and at any future time thereafter) based in whole or in part on such facts and that arise out of, are related to, or are in any way connected with any potential SPAC Transaction) or (ii) any aspect of the dealings or relationships between or among the Borrowers Borrower and the other Credit Loan Parties, on the one hand, and any or all of the Secured PartiesAgent and the Lenders, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any the Borrower or any other Credit Loan Party of any Loans or other financial accommodations made by any Secured Party Lender after the date hereof shall constitute a ratification, adoption, and confirmation by such party the Borrower and the other Loan Parties of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodationsSixth Amendment Effective Date relating to clauses (i) and (ii) above. In entering into this AgreementAmendment, each the Borrower and each other Credit Loan 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other other Loan Documents and payment in full of the Obligations.
(b) Each b. The Borrower and each other Credit Loan Party hereby agrees that the Releasees shall each be an Indemnified Party Indemnitee and entitled to the benefits of Section 16.5 9.02 of the Credit AgreementAgreement (as amended hereby), including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each c. The Borrower and each other Credit Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Loan Party pursuant to Section 8(a14(a) hereof. If any the Borrower, any other Credit Loan Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each the other Credit PartyLoan Parties, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Credit Agreement (Unifund Financial Technologies, Inc.)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this Fifth Amendment, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx sxx or prosecute against any Releasee (as hereinafter defined) for and 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Fifth Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Second Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this AgreementFifth Amendment, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Fifth Amendment, the Credit AgreementSecond Lien Indenture, the Other other Second Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each the other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Second Lien Indenture, the other Second Lien Documents, this Fifth Amendment or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Fifth Amendment, the Second Lien Indenture, the other Second Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a3(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each the other Credit PartyParties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Forbearance Agreement to Second Lien Indenture (Saratoga Resources Inc /Tx)
General Release; Indemnity. (a) Section 8.01. In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this AmendmentThird Amendment by the Administrative Agent and the Lenders, and any financial accommodations which the Administrative Agent or any Lender elects to extend to the Borrower or any other Credit Party after the date hereof, each of the Parent, the Borrower and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, discharges to the fullest extent permitted by law, and hereby agrees to hold each Releasee from (as defined below) harmless 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, executionssuits, costs, expenses or claims whatsoeverand damages (collectively, the “Claims”), that such any Releasor now has or hereafter may havehas, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”)equity, against any or all of the Secured Parties Administrative Agent and the Lenders in any capacity and 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, consultants, agents, attorneys, advisors 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 Third Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other 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 Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by the Administrative Agent or any Secured Party Lender after the date hereof shall constitute a ratification, adoption, and confirmation by such party the Parent, the Borrower and the other Credit Parties of the foregoing general release releases of all Claims against the Releasees that any Releasee which are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this AgreementThird Amendment, each Parent, Borrower and each the other Credit Party Parties have consulted with, and has been represented by, legal counsel and expressly disclaims disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees agree and acknowledges acknowledge 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 thereofhereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Amended Credit Agreement, Agreement and the Other other Credit Documents and payment in full of the Obligations.
(b) Each Borrower and each other Credit Party hereby agrees that the Releasees shall each be an Indemnified Party and entitled to the benefits of Section 16.5 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party pursuant to Section 8(a) hereof. If any Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Credit Agreement and Forbearance Agreement (Trico Marine Services Inc)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the Signing Lenders’ execution and delivery of this AmendmentAgreement, each Borrower and each the other Credit PartyLoan Parties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and 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 whatsoeverwhatsoever (collectively, the “Claims”), that 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 (collectively, the “Claims”)equity, against any or all of the Secured Lender Parties in any capacity and 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, advisors 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 Credit Agreement or any Other 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 Borrowers and the other Credit Loan Parties, on the one hand, and any or all of the Secured Lender Parties, 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 Insight Equity Management Company LLC and its affiliatesthe Sponsors, on the one hand, and the LendersLender Parties, 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. The To the extent any Lender Party makes any Loans, Credit Extensions or other financial accommodations after the date hereof, the receipt by any Borrower or any other Credit Loan Party of any such Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that which are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other Credit Loan 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 thereofhereof. The provisions of this Section 12 shall survive the termination or expiration of the Forbearance Period, this AmendmentAgreement, the Credit Agreement, the Other other Loan Documents and payment in full of the Obligations.
(b) Each Borrower and each other Credit Loan Party hereby agrees that it shall be jointly and severally obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by, or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Borrowers, any other Loan Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Credit Agreement, the other Loan Documents, this Amendment Agreement or any other document executed and/or delivered in connection therewithherewith; provided, that neither Borrowers nor any other Loan Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrowers and the other Loan Parties each agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The foregoing indemnity shall survive the termination or expiration of the Forbearance Period, this Agreement, the Credit Agreement, the other Loan Documents and the payment in full of the Obligations.
(c) Each Borrower and each other Credit Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Borrowers or any other Credit Loan Party pursuant to Section 8(a5(a) hereof. If any either Borrower, any other Credit Loan Party or any of its their respective successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Borrowers and each the other Credit PartyLoan Parties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Forbearance Agreement to Credit Agreement (Magnachip Semiconductor LLC)
General Release; Indemnity. (a) In consideration of, among other things, Administrative Agent’s and the Lenders’ execution and delivery of this Amendment, each the Borrower and each other Credit Loan Party, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, predecessors, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by lawLaw, each Releasee from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), liabilities, actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, losses, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Administrative Agent and the Lenders in any capacity and 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, advisors advisors, equity holders, members, partners, Subsidiaries, Affiliates, parents, professionals, accountants, investment bankers, consultants 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 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Documents other Loan Document or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among the Borrowers Borrower and the other Credit Loan Parties, on the one hand, and any or all of the Secured Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, Administrative Agent and the Lenders, on the other hand, but only relating to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause - 28 - 131832.01464/109680341v.4
(ib) hereof. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Amendment, the Credit Agreement, the Other Documents and payment in full of the Obligations.
(b) Each Borrower and each other Credit Loan Party hereby agrees that the Releasees shall each be an Indemnified Party Indemnitee and entitled to the benefits of Section 16.5 10.3.2 of the Amended Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each The Borrower and each other Credit Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any the Borrower or any other Credit Loan Party pursuant to Section 8(a18(a) hereof. If any the Borrower, any other Credit Loan Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each the Borrower and each other Credit Loan Party, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
(d) 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. [INTENTIONALLY LEFT BLANK] - 30 - 131832.01464/109680341v.4
Appears in 1 contract
Samples: Credit Agreement (Black Box Corp)
General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the LendersNoteholders’ execution and delivery of this Second Amendment, each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) for and 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, that 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 (collectively, the “Claims”), against any or all of the Secured Parties Noteholders and Trustee in any capacity and 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, advisors 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 Second Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other First Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith, therewith or (ii) any aspect of the dealings or relationships between or among the Borrowers Issuer and the other Credit Parties, on the one hand, and any or all of the Secured PartiesNoteholders and Trustee, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower Issuer or any other Credit Party of any Loans or other financial accommodations made by any Secured Party Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this AgreementSecond Amendment, each Borrower Issuer and each other 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 thereof. The provisions of this Section 12 shall survive the termination of this Second Amendment, the Credit AgreementFirst Lien Indenture, the Other other First Lien Documents and payment in full of the Obligations.
(b) Each Borrower Issuer and each the other Credit Party Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the First Lien Indenture, the other First Lien Documents, this Second Amendment or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Second Amendment, the First Lien Indenture, the other First Lien Documents and the payment in full of the Obligations.
(c) Each Borrower of Issuer and each the other Credit PartyParties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower Issuer or any other Credit Party pursuant to Section 8(a3(a) hereof. If any BorrowerIssuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower Issuer and each the other Credit PartyParties, 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 attorneys' ’ fees and costs incurred by any Releasee as a result of such violation.
Appears in 1 contract
Samples: Forbearance Agreement to First Lien Indenture (Saratoga Resources Inc /Tx)
General Release; Indemnity. (a) In consideration of, among other things, Administrative Agent’s 's and the Requisite Lenders’ ' execution and delivery of this AmendmentAgreement, each of Borrower and each other Credit Partythe Guarantors, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “"Releasors”"), hereby forever agrees and covenants not to xxx sue or prosecute against any againsx xny Releasee (as hereinafter defined) and 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 whatsoeverwhatsoever (collectively, the "Claims"), that 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 (collectively, the “Claims”)equity, against any or all of the Lenders and/or any other Secured Parties Party in any capacity (including, without limitation, the Administrative Agent) and 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, advisors 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 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among the Borrowers Borrower and the other Credit PartiesGuarantors, on the one hand, and any or all of the Lenders and/or any other Secured PartiesParty, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by any Secured Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each other Credit Party Guarantor 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 thereofhereof. The provisions of this Section 12 shall survive the termination of this AmendmentAgreement, the Credit Agreement, the Other other Credit Documents and payment in full of the Obligations.
(b) Each Borrower and the Guarantors each other Credit Party hereby agrees that it shall be jointly and severally obligated to indemnify and hold the Releasees shall each be an Indemnified Party harmless with respect to any and entitled all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to the benefits any proceeding by, or on behalf of Section 16.5 of the Credit Agreementany Person, including, without limitation, with the respective officers, directors, agents, trustees, creditors, partners or shareholders of Borrower, any Guarantor, or any of their respective Subsidiaries, whether threatened or initiated, in respect to of any Claims claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Credit Agreement, the other Credit Documents, this Amendment Agreement or any other document executed and/or delivered in connection therewithherewith; provided, that neither Borrower nor any Guarantor shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 7(b) may be unenforceable in whole or in part because they are violative of any law or public policy, Borrower and the Guarantors each agrees to contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities hereunder incurred by any of them. The foregoing indemnity shall survive the termination of this Agreement, the Credit Agreement, the other Credit Documents and the payment in full of the Obligations.
(c) Each of Borrower and each other Credit Partythe Guarantors, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx sue (at law, in equity, in xx any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case Releasee on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party Guarantor pursuant to Section 8(a) 7 hereof. If any Borrower, any other Credit Party Guarantor or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Partythe Guarantors, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.
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General Release; Indemnity. (a) In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this AmendmentAgreement by the Administrative Agent, the Collateral Agent and the Lenders, and any financial accommodations which the Administrative Agent, the Collateral Agent or any Lender elects to extend to the Borrower or any other Credit Party after the date hereof, each of the Borrower and each the other Credit PartyParties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, discharges to the fullest extent permitted by law, and hereby agrees to hold each Releasee from (as defined below) harmless 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, executionssuits, costs, expenses or claims whatsoeverand damages (collectively, the “Claims”), that such any Releasor now has or hereafter may havehas, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”)equity, against any or all of the Secured Parties Administrative Agent, the Collateral Agent, the Lenders, the Prior Administrative Agent, the Resigning Collateral Agent, the Issuing Lenders (as such term is defined in the Existing Credit Facility) and the Previous Lenders, in each case, in any capacity and 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, consultants, agents, attorneys, advisors 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 Amendment and Restatement Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any Other 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 Borrowers and the other Credit Parties, on the one hand, and any or all of the Secured Parties, 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 Insight Equity Management Company LLC and its affiliates, on the one hand, and the Lenders, 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. The receipt by any Borrower or any other Credit Party of any Loans or other financial accommodations made by the Administrative Agent or any Secured Party Lender after the date hereof shall constitute a ratification, adoption, and confirmation by such party Borrower and the other Credit Parties of the foregoing general release releases of all Claims against the Releasees that any Releasee which are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, each Borrower and each the other Credit Party Parties have consulted with, and has been represented by, legal counsel and expressly disclaims disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees agree and acknowledges acknowledge 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 thereofhereof. The provisions of this Section 12 shall survive the termination of this Amendment, Agreement and the other Credit Agreement, the Other Documents and payment in full of the Obligations.
(b) Each Borrower and each other Credit Party hereby agrees that the Releasees shall each be an Indemnified Party and entitled to the benefits of Section 16.5 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith.
(c) Each Borrower and each other Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by any Borrower or any other Credit Party pursuant to Section 8(a) hereof. If any Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, each Borrower and each other Credit Party, 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 attorneys' fees and costs incurred by any Releasee as a result of such violation.
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