No Present Claims. The Borrower, the Canadian Borrower and each of the Guarantors acknowledges and agrees that, based upon the facts and circumstances existing as of the date hereof: (i) none of them has any claim or cause of action against any of the Banks, their predecessors or successors, or the Administrative Agent (or any of their directors, officers, employees, agents or Affiliates); (ii) none of them has any offset right, counterclaim or defense of any kind against any of their obligations, indebtedness or liabilities to the Banks, their predecessors or successors, or the Administrative Agent; and (iii) each of the Banks, their predecessors and successors, and the Administrative Agent has heretofore performed and satisfied in a timely manner all of its obligations to the Borrower, the Canadian Borrower and each of the Guarantors. The Borrower, the Canadian Borrower and each of the Guarantors and the Banks and the Administrative Agent wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's rights, interests, contracts, collateral security or remedies. Therefore, each of the Borrower, the Canadian Borrower and each of the Guarantors unconditionally release, waive and forever discharge (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, and the Administrative Agent to any of them, except the obligations to be performed by the Banks, their successors, or the Administrative Agent hereafter for them as expressly stated in this Amendment and the other Loan Documents, or as required by applicable law, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them might otherwise have against any of the Banks, their predecessors or successors, or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates for their respective actions or omissions occurring prior to the date hereof, in either case (A) or (B) above, on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date hereof.
No Present Claims. In order to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the rights, interests, contracts, collateral security or remedies of the Agent or any of the Banks, each of the Borrower and the Guarantors hereby acknowledges and agrees that: (i) neither it nor any of the other Transaction Parties has any claim or cause of action against the Agent, any of the Banks or any of their directors, officers, employees or agents; (ii) neither it nor any of the other Transaction Parties has any offset right, counterclaim or defense of any kind against any of its obligations, indebtedness or liabilities to the Agent and/or the Banks, including, without limitation, the Obligations; and (iii) each of the Agent and the Banks has heretofore properly performed and satisfied in a timely manner all of its obligations to each of the Borrower and the other Transaction Parties.
No Present Claims. Employee confirms that no claim, charge of complaint, or action by Employee against the Company presently exists in any form or forum. In the event that any such claim, charge, complaint or action has been filed, Employee shall not be entitled to any relief or recovery therefrom, including any costs or attorneys’ fees.
No Present Claims. Borrower acknowledges and agrees that: (i) Borrower has no claim or cause of action against any Released Party;
No Present Claims. Blum xxxresents that he has not filed, and has no present knowledge of, any complaints, charges or claims which he or anyone claiming on his behalf may have against Pinnacle or any of its officers, directors, executives, employees, agents, parent, related and subsidiary entities and affiliates, successors and assigns, in any court or administrative forum, or before any governmental agency or entity. Pinnacle represents that it has not filed, and has no present knowledge of, any complaints, charges or claims which it or anyone claiming on its behalf may have against Blum xx any court or administrative forum, or before any governmental agency or entity.
No Present Claims. Each of the Loan Parties acknowledges and agrees that it does not have nor does it expect to have any claim or cause of action against the Lenders arising from or in connection with any of the Existing Loan Documents; and it has no offset, recoupment, or defense against any of its obligations to the Lenders under the Existing Loan Documents. Although the Lenders regard their conduct as proper and do not believe that the Loan Parties or any of them has any claim, cause of action, set off, recoupment or other defense, the Lenders have requested the Loan Parties to provide the release set forth herein, and the Loan Parties have agreed to provide such release if the Lenders provide the releases set forth herein.
No Present Claims. You acknowledge and agree that, based upon the facts and circumstances existing as of the date hereof: (i) you have no claim or cause of action against any of the Banks or the Agent (or any of their directors, officers, employees, agents or Affiliates); (ii) you have no offset right, counterclaim or defense of any kind against any of your obligations, indebtedness or liabilities to us; and (iii) each of the Banks and the Agent has heretofore performed and satisfied in a timely manner all of its obligations to you. We wish (and you agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of our rights, interests, contracts, collateral security or remedies. Therefore, you unconditionally release, waive and forever discharge (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks or the Agent to you, except the obligations to be performed by the Banks or the Agent hereafter as expressly stated in this Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which you might otherwise have against any of the Banks or the Agent or any of their directors, officers, employees, agents or Affiliates for their respective actions or omissions occurring prior to the date hereof, in either case (A) or (B) above, on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date hereof.
No Present Claims. The Sellers and, by its execution and delivery of the attached Consent and Acknowledgment, NCFC each acknowledges and agrees that, based upon the facts and circumstances existing as of the date hereof: (i) it has no claim or cause of action against any of the Buyers (or any of their directors, officers, employees, agents or Affiliates); (ii) it has no offset right, counterclaim or defense of any kind against any of its obligations, indebtedness or liabilities to any of the Buyers; and (iii) each of the Buyers has heretofore performed and satisfied in a timely manner all of its obligations. Therefore, each Seller and NCFC unconditionally releases, waives and forever discharges all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which it might otherwise have against any of the Buyers or any of their directors, officers, employees, agents or Affiliates for their respective actions or omissions occurring prior to the date hereof, on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date hereof.
No Present Claims. You acknowledge and agree that, based upon the facts and circumstances existing as of the date hereof: (i) you have no claim or cause of action against any of the Banks or the Agent (or any of their directors, officers, employees, agents or Affiliates); (ii) you have no offset right, counterclaim or defense of any kind against any of your obligations, indebtedness or liabilities to us; and (iii) each of the Banks and the Agent has heretofore performed and satisfied in a timely manner all of its obligations to you. We wish (and you agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of our rights, interests, contracts, collateral security or remedies. Therefore, you
No Present Claims. In order to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the rights, interests, contracts, collateral security or remedies of the Agent or any of the Banks, each of the Borrower, the Guarantor and the Subsidiary Guarantor hereby acknowledges and agrees that:
(i) neither it nor any of its Subsidiaries has any claim or cause of action against the Agent, any of the Banks or any of their directors, officers, employees or agents; (ii) neither it nor any of its Subsidiaries has any offset right, counterclaim or defense of any kind against any of its obligations, indebtedness or liabilities to the Agent and/or the Banks, including, without limitation, the Obligations; and (iii) each of the Agent and the Banks has heretofore properly performed and satisfied in a timely manner all of its obligations to each of the Borrower, the Guarantor and the Subsidiary Guarantor and their Subsidiaries.
