Common use of No Present Claims; Release Clause in Contracts

No Present Claims; Release. The Company and each Guarantor acknowledges and agrees that: (a) it does not have any claim or cause of action against the Collateral Agent or any of the Holders (or any of their respective predecessors, directors, officers, employees, agents, affiliates or attorneys); (b) it does not have any offset right, counterclaim or defense of any kind against the Obligations or any portion thereof; and (c) the Collateral Agent and the Holders have heretofore properly performed and satisfied in a timely manner all of their respective obligations and commitments to the Company. The Collateral Agent and the Holders wish (and the Company and Guarantors agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the rights, interests, security and/or remedies of the Collateral Agent, on behalf of the Holders, or the Holders. For and in consideration of the agreements contained in this Agreement and other good and valuable consideration, the Company and each Guarantor unconditionally and irrevocably releases, waives and forever discharges the Collateral Agent and the Holders, together with their respective predecessors, successors, assigns, subsidiaries, affiliates, agents and attorneys (collectively, the “Released Parties”), from the following (each a “Claim”): (x) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Released Parties to the Company or the Guarantors which existed, arose or occurred at any time from the beginning of the world to the execution of this Agreement, and (y) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), which the Company or any Guarantor might otherwise have against the Released Parties, or any of them, in either case (x) or (y) on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind which existed, arose or occurred at any time from the beginning of the world to the execution of this Agreement.

Appears in 3 contracts

Samples: Securities Purchase and Loan Agreement (National Investment Managers Inc.), Securities Purchase and Loan Agreement (National Investment Managers Inc.), Securities Purchase and Loan Agreement (National Investment Managers Inc.)

AutoNDA by SimpleDocs

No Present Claims; Release. The Company Borrower and each Guarantor acknowledges and agrees that: (a) it does not have any claim or cause of action against the Collateral Agent or any of the Holders Lender (or any of their respective its predecessors, directors, officers, employees, agents, affiliates or attorneys); (b) it does not have any offset right, counterclaim or defense of any kind against the Obligations or any portion thereof; and (c) the Collateral Agent and the Holders have Lender has heretofore properly performed and satisfied in a timely manner all of their respective its obligations and commitments to the CompanyBorrower. The Collateral Agent and the Holders wish Lender wishes (and the Company Borrower and Guarantors agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the rights, interests, security and/or remedies of the Collateral Agent, on behalf of the Holders, or the HoldersLender. For and in consideration of the agreements contained in this Agreement and other good and valuable consideration, the Company Borrower and each Guarantor unconditionally and irrevocably releases, waives and forever discharges the Collateral Agent and the HoldersLender, together with their respective its predecessors, successors, assigns, subsidiaries, affiliates, agents and attorneys (collectively, the “Released Parties”), from the following (each a “Claim”): (x) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Released Parties to the Company Borrower or the Guarantors which existed, arose or occurred at any time from the beginning of the world to the execution of this Agreement, and (y) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), which the Company Borrower or any Guarantor might otherwise have against the Released Parties, or any of them, in either case (x) or (y) on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind which existed, arose or occurred at any time from the beginning of the world to the execution of this Agreement.

Appears in 1 contract

Samples: And Term Loan Agreement (National Investment Managers Inc.)

No Present Claims; Release. The Company and each Guarantor acknowledges and agrees that: (a) it does not have any claim or cause of action against the Collateral Agent or any of the Holders (or any of their respective predecessors, directors, officers, employees, agents, affiliates or attorneys); (b) it does not have any offset right, counterclaim or defense of any kind against the Obligations or any portion thereof; and (c) the Collateral Agent and the Holders have heretofore properly performed and satisfied in a timely manner all of their respective obligations and commitments to the Company. The Collateral Agent and the Holders wish (and the Company and Guarantors agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the rights, interests, security and/or remedies of the Collateral Agent, on behalf of the Holders, or the Holders. For and in consideration of the agreements contained in this Agreement and other good and valuable consideration, the Company and each Guarantor unconditionally and irrevocably releases, waives and forever discharges the Collateral Agent and the Holders, together with their respective predecessors, successors, assigns, subsidiaries, affiliates, agents and attorneys (collectively, the “Released Parties”), from the following (each a “Claim”): (x) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Released Parties to the Company or the Guarantors which existed, arose or occurred at any time from the beginning of the world to the execution of this Agreement, and (y) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), which the Company or any Guarantor might otherwise have against the Released Parties, or any of them, in either case (x) or (y) on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind which existed, arose or occurred at any time from the beginning of the world to the execution of this Agreement.. Exhibit 4.83

Appears in 1 contract

Samples: Securities Purchase and Loan Agreement (National Investment Managers Inc.)

No Present Claims; Release. The Company Borrower and each Guarantor acknowledges and agrees that: (a) it does not have any claim or cause of action against the Collateral Agent or any of the Holders Lender (or any of their respective its predecessors, directors, officers, employees, agents, affiliates or attorneys); (b) it does not have any offset right, counterclaim or defense of any kind against the Obligations or any portion thereof; and (c) the Collateral Agent and the Holders have Lender has heretofore properly performed and satisfied in a timely manner all of their respective its obligations and commitments to the CompanyBorrower. The Collateral Agent and the Holders wish Lender wishes (and the Company Borrower and Guarantors agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the rights, interests, security and/or remedies of the Collateral Agent, on behalf of the Holders, or the HoldersLender. For and in consideration of the agreements contained in this Agreement and other good and valuable consideration, the Company Borrower and each Guarantor unconditionally and irrevocably releases, waives and forever discharges the Collateral Agent and the HoldersLender, together with their respective its predecessors, successors, assigns, subsidiaries, affiliates, agents and attorneys (collectively, the “Released Parties”), from the following (each a “Claim”): (x) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Released Parties to the Company Borrower or the Guarantors which existed, arose or occurred at any time from the beginning of the world to the execution of this Agreement, and (y) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), which the Company Borrower or any Guarantor might otherwise have against the Released Parties, or any of them, in either case (x) or (y) on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind which existed, arose or occurred at any time from the beginning of the world to the execution of this Agreement.. Exhibit 4.75

Appears in 1 contract

Samples: And Term Loan Agreement (National Investment Managers Inc.)

AutoNDA by SimpleDocs

No Present Claims; Release. The Company Borrower and each Guarantor acknowledges and agrees that: (a) it does not have any claim or cause of action against the Collateral Agent or any of the Holders Lender (or any of their respective its predecessors, directors, officers, employees, agents, affiliates or attorneys); (b) it does not have any offset right, counterclaim or defense of any kind against the Obligations or any portion thereof; and (c) the Collateral Agent and the Holders have Lender has heretofore properly performed and satisfied in a timely manner all of their respective its obligations and commitments to the CompanyBorrower. The Collateral Agent and the Holders wish Lender wishes (and the Company Borrower and Guarantors agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the rights, interests, security and/or remedies of the Collateral Agent, on behalf of the Holders, or the HoldersLender. For and in consideration of the agreements contained in this Agreement and other good and valuable consideration, the Company Borrower and each Guarantor unconditionally and irrevocably releases, waives and forever discharges the Collateral Agent and the HoldersLender, together with their respective its predecessors, successors, assigns, subsidiaries, affiliates, agents and attorneys (collectively, the “Released Parties”), from the following (each a “Claim”): (x) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Released Parties to the Company Borrower or the Guarantors which existed, arose or occurred at any time from the beginning of the world to the execution of this Agreement, and (y) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), which the Company Borrower or any Guarantor might otherwise have against the Released Parties, or any of them, in either case (x) or (y) on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind which existed, arose or occurred at any time from the beginning of the world to the execution of this Agreement.. Exhibit 4.84

Appears in 1 contract

Samples: And Term Loan Agreement (National Investment Managers Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.