Landlord Release. As of the Effective Date, each of Tenant, Guarantor, and Xxxxxxxxx, and their respective past, present and future employees, agents, attorneys, representatives, successors and assigns, and all persons or entities claiming by, through or under any of them (and their respective successors and assigns, collectively, the “HOF Releasing Parties”), hereby:
(a) acknowledges, agrees and affirms that none of them possesses any claims, defenses, offsets, rights of recoupment or counterclaims of any kind or nature against or with respect to the enforcement or administration of the Lease, the Pledge, the Mortgage, and/or the Guaranty, or any knowledge of any facts or circumstances that might give rise to or be the basis of any such claims, defenses, offsets, rights of recoupment or counterclaims;
(b) remises, releases, acquits and forever discharges Landlord, and its predecessors in interest, affiliates, subsidiaries and assigns, and all of their respective past, present and future shareholders, members, directors, managers, officers, employees, attorneys, advisers, consultants, servicers, representatives or agents (collectively, the “Landlord Released Parties”) from any and all manner of debts, accounts, bonds, warranties, representations, controversies, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, whether known or unknown, that any of the HOF Releasing Parties now have or may hereafter have by reason of any act, omission, matter, cause or thing, from the beginning of the world to and including the date this Amendment is executed and delivered by all parties hereto, except for those arising from any act or omission that constituted actual fraud, willful misconduct or gross negligence by such Landlord Released Party (all of the foregoing released claims are referred to as the “HOF Released Claims”);
(c) agrees that it is the intention of each of the HOF Releasing Parties that the foregoing release shall be effective with respect to all matters, past and present, known and unknown, suspected and unsuspected, and each of the HOF Releasing Parties realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to losses, damages, liabilities, costs and expenses which are presently unknown, unanticipated and unsuspected, and that each of the HOF Releasing Parties further agrees that the waivers and releases ...
Landlord Release. (a) The Tenant each hereby releases and forever discharges the Landlord from all actions, causes of action, claims, suits and obligations which it has or may hereafter have against the Landlord for or concerning or by reason of, or in any way connected with or arising out of, or in consequence of, an occurrence in respect of which the Tenant has insurance. For greater certainty, it is hereby stipulated that the within release shall apply whether or not the claim being released was a result of the negligence of the Landlord or of any person for whom it is responsible in law.
Landlord Release. 3.1 The Vendor intends that it will serve notice on the tenant under the Relevant Franchise Underlease in accordance with section 8(1) of 1995 Act requesting complete release of the Vendor from future liability under the landlord covenants contained in the Relevant Franchise Underlease in case of Franchise Underleases granted on or after the 1st January 1996.
3.2 The Purchaser undertakes to supply promptly at the Purchaser’s cost such information as the Vendor may reasonably require to satisfy the tenant under the Relevant Franchise Underlease or the court that the release requested is reasonable and to act in good faith in respect of the provisions of this paragraph.
3.3 The Vendor shall be under no obligation:
3.3.1 to apply to the court if the tenant under the Relevant Franchise Underlease objects to the Vendor’s release; or
3.3.2 to appeal against the refusal of the court to declare that the release of the Vendor is reasonable. If the Vendor does not receive consent (whether express or implied) for its release from all the landlord covenants contained in the lease then the Purchaser will notify the Vendor of any subsequent transfer of the Relevant Lease so that the Vendor has an opportunity to serve further notices under section 8(1) of the Landlord and Tenant (Covenants) Xxx 0000 and the Purchaser will obtain a covenant from its transferee with the Vendor in the terms of this paragraph.
Landlord Release. Conditional upon the satisfaction of all of the conditions set forth in Section A above, and except for (i) the Termination Consideration required to be paid by Tenant pursuant to Section A above, (ii) any rent or other charges owed by Tenant, or other obligations required of Tenant, set forth in the Lease from and after the date of this Agreement through including the Surrender Date, and (iii) any indemnifications, covenants and agreements given by either party under the terms and provisions contained in this Agreement or the Lease which by their express terms survive the termination of the Lease, effective upon the Surrender Date, Landlord releases, remises and forever discharges Tenant and each of Tenant’s partners, joint ventures, officers, directors, successors, affiliates, employees, agents, consultants and lenders (collectively, the “Tenant Parties, and individually, a “Tenant Party”) from all Claims arising out of, connected with or incidental to the Lease or the Premises; provided, however, that the release granted by Landlord in this shall all times be subject to (x) truth and accuracy of Tenant’s representations and warranties set forth in Section F, which must also be true and accurate as of the Surrender Date, and (y) not become effective and shall be null and void if a “Bankruptcy Event” (as defined in Section F below) occurs on or before the ninetieth (90th) day after the Surrender Date.
Landlord Release. Effective as of the Lease Termination Date, Landlord forever releases and discharges Pfaltzgraff and Lifetime from any and all claims, demands or causes of action whatsoever against Pfaltzgraff, Lifetime, or their successors and assigns arising out of or in connection with the Premises or the Lease for the Premises or the Guaranty and forever releases and discharges Pfaltzgraff and Lifetime from any obligations to be observed or performed by Pfaltzgraff or Lifetime under the Lease for the Premises or the Guaranty after the Lease Termination Date.
Landlord Release. Effective as of the Revised Expiration Date, Landlord and its successors and assigns hereby release, acquit, satisfy and forever discharge Tenant and its employees, agents, officers, subsidiaries, affiliates, partners, trustees, beneficiaries, members, successors and assigns, from any and all actions, causes of actions, claims, demands, rights, damages, losses, expenses, occurrences and liabilities, of any kind whatsoever, both known and unknown, arising out of any matter, happening or thing, from the beginning of time relating to the Lease, but excluding (a) any express obligation of Tenant hereunder not satisfied as of the Revised Expiration Date, (b) any obligations of Tenant under the Lease to indemnify Landlord for any act or omission resulting in any third party claim for personal injury, death or property damage, and (c) any obligation of Tenant under the Lease relating to Hazardous Materials.
Landlord Release. Except as set forth herein, as of the Termination Date, Tenant hereby releases and discharges Landlord and its affiliates, agents, directors, officers, representatives, attorneys, advisors, employees, successors and assigns, of and from all manner of actions, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, claims and demands whatsoever, in law or in equity, which Tenant ever had, now has or hereafter can, shall or may have against Landlord or its successors or assigns for, upon or by reason of any matter, cause or thing whatsoever, including the pursuit of any avoidance actions under Sections 544, 545, 547, 548, 550 and 553 of the Bankruptcy Code against the Landlord, solely relating to or arising out of the Lease, this Agreement or the Premises. Notwithstanding the above, Tenant does not waive or release Landlord from the following: (i) any obligations arising under this Agreement; (ii) any indemnifications obligations arising from third party claims asserted with respect to or arising from Landlord’s obligations prior to the Termination Date for which Landlord had a duty to indemnify Tenant pursuant to the Lease, with respect to which Landlord was required to maintain insurance coverage pursuant to the Lease, and which expressly survive the expiration or termination of the Lease; and (iii) from exercising any discovery rights Tenant has against the Landlord in connection with any civil litigation or arbitration proceedings involving a third party. This paragraph 6 shall survive the Closing.
Landlord Release. Except for the obligations and rights created under this First Amendment, Landlord hereby waives, releases, acquits, and forever discharges Tenant, and Tenant’s respective agents, directors, officers, employees, shareholders, partners and members to the maximum extent permitted by law, of and from any and all claims, actions, causes of action, demands, rights, liabilities, damages, losses, costs, expenses, or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, that Landlord now has or which may arise in the future on account of or in any way growing out of or connected with: (i) the Change Order Costs relating to the Change Orders, and/or the cost of performing any Extra Work, shown on Exhibit A attached hereto, including those provisions of the Lease which specifically pertain thereto, that Tenant may otherwise be liable to compensate, reimburse or pay for; and (ii) any claim or demand for damages or remedies due to any Default by Tenant (as defined in the Original Lease) that Landlord may claim or bring against Tenant for any failure on the part of Tenant to accept the Premises delivery condition (or failure to accept delivery of the Premises) prior to the Commencement Date (i.e., September 17, 2018). The foregoing waiver, limited release, acquittal and discharge by the Landlord shall also run to the benefit of the successors and assigns of Tenant and to their agents, directors, officers, employees, and Landlord's waiver, limited release, acquittal and discharge above shall extend to and bind all of Landlord's respective agents, directors, officers, employees, shareholders, partners and members, and its successors and assigns. Furthermore, Landlord has consulted with legal counsel of its choice as to the meaning and consequences of waiving the benefits conferred by California Civil Code Section 1542, which states that: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." It is understood by Landlord that if the facts or law with respect to which the foregoing limited release and waiver is given hereafter turn out to be other than the facts or law in that connection now known to be (or believed by Landlord to be) true, then Landlord expressly assumes the risk of the facts and law turning out to be so different, and agrees that the foregoing li...
Landlord Release. LANDLORD HEREBY RELEASES TENANT FROM AND AGAINST ANY CLAIMS, DEMANDS, ACTIONS, SUITS, CAUSES OF ACTION, DAMAGES, LIABILITIES, OBLIGATIONS, COSTS AND/OR EXPENSES THAT LANDLORD MAY HAVE WITH RESPECT TO THE LEASED PREMISES AND RESULTING FROM, ARISING UNDER OR RELATED TO ANY ENVIRONMENTAL EVENT WITHIN THE SCOPE OF LANDLORD’S REMEDIAL WORK, INCLUDING ANY SUCH CLAIM UNDER ANY ENVIRONMENTAL LAWS, WHETHER UNDER ANY THEORY OF STRICT LIABILITY OR THAT MAY ARISE UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, 42 U.S.C.A. § 9601, ET. SEQ., AND THE TEXAS SOLID WASTE DISPOSAL ACT, TEXAS HEALTH AND SAFETY CODE, CHAPTER 361, AS AMENDED.
Landlord Release. Landlord hereby irrevocably and unconditionally releases and forever discharges Seller and its parent company, the DII Group, Inc., a Delaware corporation, in all and any capacities, including but not limited to individually or as a guarantor, partner, employee, officer or agent of other entities, and its owners, predecessors, successors, assigns, agents, directors, officers, employees, servants, managers representatives, attorneys, and insurance carriers, and all persons acting by, through, or in concert with any such parties, of and from any and all legal and equitable charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, that Landlord has against Seller that may accrue after the Effective Date, arising directly or indirectly out of or in any way connected with the matters described in the Lease or this Assignment. The foregoing release shall not however, affect any rights, remedies, liabilities or obligations as between Seller and Buyer.
