Lender Release. In consideration of the agreements of Agent and Required Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns, and each of its respective current and former directors, officers, shareholders, agents, and employees, and each of its respective predecessors, successors, heirs, and assigns (individually and collectively, the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge each of Agent, Lenders, and each their respective parents, subsidiaries, affiliates, members, managers, shareholders, directors, officers and employees, and each of their respective predecessors, successors, heirs, and assigns (individually and collectively, the “Released Parties”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, xxxxxx or inchoate, known or unknown that the Releasing Parties (or any of them) has against the Released Parties or any of them (whether directly or indirectly), based in whole or in part on facts, whether or not now known, existing on or before the date hereof or arising out of this Agreement, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Financing 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 such Borrower, on the one hand, and any or all of the Released Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. Each Borrower acknowledges that the foregoing release is a material inducement to Agent’s and Required Lender’s decision to enter into this Agreement and agree to the modifications contemplated hereunder, and has been relied upon by Agent and Required Lenders in connection therewith.
Lender Release. The Administrative Agent for Seller’s Credit Facility, XX Xxxxxx Xxxxx Bank, N.A., consents to the Transaction, releases its Encumbrances on the Assets and agrees to file promptly following the Closing a UCC-3 amendment to evidence its release of its Encumbrances on the Assets covered by its UCC-1 financing statement (it being agreed by Seller that it shall cause a copy of the filed UCC to be promptly sent to Buyer and its lender, Xxxxx Fargo).
Lender Release. Sellers will have obtained each Lender Release.
Lender Release. Borrower hereby releases, remises, acquits and forever discharges Agent, Lenders and the Agent’s and each Lender’s employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, direct and/or indirect, at law or in equity, of whatsoever kind or nature for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, that (a) are in any way directly or indirectly arising out of or in any way connected to this Agreement and the Loan Documents and (b) are, as of this date, known to Borrower or which should be known to Borrower with the exercise of reasonable diligence.
Lender Release. Seller will use commercially reasonable efforts to obtain the agreement of the holder of the first deed of trust encumbering the Property to release the Property at Closing upon receipt of the Purchase Price, less commissions, adjustments and prorations.
Lender Release. The Borrower acknowledges and warrants that the Lender has acted in good faith and has conducted in a commercially reasonable manner its relationships with the Borrower in connection with this Agreement and generally in connection with the Financing Agreement and the Obligations, the Borrower hereby waiving and releasing any claims to the contrary.
Lender Release. The European Assets and Latin America, Mexico and each of the Subsidiaries and all of their assets shall have been released from any liability under the Revolving Credit Agreement and any liens arising under said agree ment on any of their assets shall have been released.
Lender Release. As a material part of the consideration for Lender entering into this Agreement, each of the Loan Parties, for himself, herself or itself and all of his, her or its respective heirs, personal representatives, agents, employees, officers, directors, shareholders, successors and assigns (the “Releasors”), hereby remises, releases and forever discharges Lender and BLH and their respective past and present agents, general agents, members, brokers, representatives, heirs, successors, affiliates, subsidiaries, parents, predecessors, assigns, officers, stockholders, directors, principals, attorneys, employees, partners, independent contractors, consultants, experts, administrators, insurers, reinsurers, and indemnitors (collectively, the “Affiliates”) of and from any and all, and all manner of, action and actions, cause and causes of action, suits, debts, breaches of duty, other breaches, notes, dues, sums of money, accounts, reckonings, undertakings, bonds, bills, specialties, covenants, contracts, controversies, agreements, guarantees, indemnifications, promises, liens, variances, trespasses, damages, judgments, taxes, interest, penalties, assessments, extents, executions, expenses, claims, demands and liabilities whatsoever of every kind and nature, whether known or unknown, direct or consequential, foreseen or unforeseen, matured or unmatured, developed or undeveloped, discoverable or undiscoverable, whether or not well-founded in fact or in law, and whether in law or equity or otherwise, which any of the Releasors ever had or now have against any or all of Lender, BLH or their respective Affiliates.
Lender Release. Upon the delivery of Defeasance Collateral in accordance with Section 13.2 and the satisfaction of all other conditions provided for in this Article IX, Lender shall enter into appropriate release and termination documents as if a payment in full of the Indebtedness hereunder (except as to the Defeasance Note and Defeasance Security Agreement) had occurred, together with such documentation as may be reasonably requested by Borrower to notify third parties thereof and substitute note documentation, and Lender will return to Borrower any Letters of Credit or other collateral or security held by Lender in connection with the Loan (other than the Defeasance Collateral), and in connection with the return of any Letters of Credit, shall execute a written statement (without any representation, warranty or indemnity by Lender) to the financial institution issuing such Letter of Credit that such instrument is surrendered for cancellation.
Lender Release. Assignee shall use its best efforts to obtain the Release from the holders of the Existing Mortgages and to deliver the Release to Owners at Closing. In the event that Assignee does not cause the Existing Mortgage Debt to be repaid on the Closing Date and Assignee has not delivered the Release to Owners, Assignee shall deliver to Owners an Indemnity Agreement in form and content reasonably acceptable to Owners and Assignee and their respective counsel, pursuant to which AREIC and Assignee shall agree to indemnify, defend and save and hold harmless Owners with respect to any loss, liability, cost or expense (including counsel fees and court costs) which Owners may incur from and after the Closing Date by reason of any liability for the Existing Mortgage Debt and/or pursuant to the terms and provisions of any of the Existing Mortgages.
