Common use of Release and Covenant Not to Sue Clause in Contracts

Release and Covenant Not to Sue. 5.1. Talbot Holdings Release Effective as of xxx Closing, Talbot Holdings, for itself as well as its subsidiaries (including, without limitation, after the Closing Date, AUHL and its subsidiaries) and their respective successors, agents and assigns, does hereby forever, finally, fully, and unconditionally release and discharge AIHL and its parent Alleghany Corporation and their respective subsidiaries, affiliates, parents, successors, predecessors and assigns, and all of their respective past and present members, managers, employees, officers, directors, agents, representatives, attorneys, insurers, accountants and shareholders, in their individual, official and representative capacities, from and against any and all claims, debts, liabilities, demands, obligations, promises, agreements, contracts, covenants, liens, losses, costs and expenses, damages, suits, actions and causes of action whatsoever, at law or in equity, that any of them ever had, now have, or hereafter can, shall or may have, from the beginning of the world to the Closing Date, whether known or unknown, suspected or unsuspected, matured or unmatured, liquidated or unliquidated, jointly or severally, directly or indirectly, accrued or unaccrued, contingent or fixed (collectively, "Claims") for, upon, or by reason of any matter, cause or thing whatsoever, including, without limitation, any and all Claims arising out of, or relating to, any act or omission in connection with the management or conduct of the business or affairs of AUHL or any of its subsidiaries, and further covenants not to sue upon any such Claims. Notwithstanding the foregoing, AIHL shall nxx be released from any Claims arising out of or relating to any breach by AIHL of its obligations under this Agreement or any documents delivered pursuant hereto.

Release and Covenant Not to Sue. 5.1. Talbot Holdings Release Effective as Each of xxx Closingthe Borrower Parties, Talbot Holdingson behalf of itself and all of its xxspective heirs, for itself as well as its subsidiaries (including, without limitation, after the Closing Date, AUHL and its subsidiaries) and their respective successors, agents successors and assigns, does hereby foreverremises, finallyreleases, fullyacquits, satisfies and unconditionally release and discharge AIHL and its parent Alleghany Corporation and their respective subsidiaries, affiliates, parents, successors, predecessors and assigns, and all of their respective past and present members, managers, employees, officers, directors, agents, representatives, attorneys, insurers, accountants and shareholders, in their individual, official and representative capacities, forever discharges Lender Parties from and against any and all claimsmanner of debts, debtsaccountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, demands, obligations, promises, agreements, contracts, covenants, liens, losses, costs and expenses, damages, suitsjudgments, actions executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, that known or unknown, either now accrued or subsequently maturing, which any of them ever had, Borrower Parties now have, has or hereafter can, shall or may havehave by reason of any matter, cause or thing, from the beginning of the world to and including the Closing Effective Date, whether known or unknown, suspected or unsuspected, matured or unmatured, liquidated or unliquidated, jointly or severally, directly or indirectly, accrued or unaccrued, contingent or fixed (collectively, "Claims") for, upon, or by reason of any matter, cause or thing whatsoever, including, without limitation, matters arising out of or relating to (a) the Loan, including, but not limited to, its administration or funding, (b) the Loan Documents, (c) the Debt and the Obligations and as otherwise described in the Loan Documents, (d) the Indebtedness described in Section 1.3 hereof, and (e) the Project or its development, financing and operation, and (f) the Collateral. Each of the Borrower Parties, for itself and all of its respective heirs, successors and assigns, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action arising during the period from the beginning of the world to the Effective Date. As further consideration for the agreements herein contained, Borrower Parties hereby agree, represent and warrant that the matters released in this Agreement are not limited to matters which are known or disclosed, and Borrower Parties hereby waive any and all Claims arising out of, or relating to, rights and benefits with respect to any act or omission in connection with the management or conduct of the business or affairs of AUHL or any of its subsidiaries, and further covenants not to sue upon any such Claims. Notwithstanding the foregoing, AIHL shall nxx be released from any Claims matters arising out of or relating to any breach matter, cause or thing, from the beginning of the world to and including the Effective Date, including without limitation matters arising out of or relating to (i) the Loan, including, but not limited to, its administration or funding, (ii) the Loan Documents, (iii) the "Indebtedness" and the "Obligations" described in the Loan Documents, and (d) the Project or its development, financing and operation which Borrower Parties now have, or in the future may have, and (v) the Collateral, conferred upon Borrower Parties by AIHL virtue of its obligations under the provisions of Section 1542 of the Civil Code of the State of California which provides as follows: 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. In this Agreement connection, Borrower Parties hereby agree, represent, and warrant that they realize and acknowledge that factual matters now unknown to one or more of the Borrower Parties may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Borrower Parties further agree, represent and warrant that the release herein contained has been negotiated and agreed upon in light of that realization and that Borrower Parties nevertheless hereby intend to release, discharge and acquit all parties so released from any documents delivered pursuant heretosuch unknown claims.

Release and Covenant Not to Sue. 5.1. Talbot Holdings Release Effective as Borrower Parties, jointly and severally, on behalf of xxx Closing, Talbot Holdings, for itself as well as its subsidiaries (including, without limitation, after the Closing Date, AUHL and its subsidiaries) and their respective successors, agents and assigns, does hereby forever, finally, fully, and unconditionally release and discharge AIHL and its parent Alleghany Corporation and their respective subsidiaries, affiliates, parents, successors, predecessors and assigns, themselves and all of their respective past heirs, successors and assigns, remise, release, acquit, satisfy and forever discharge Lender or any of Lender's predecessors in interest and any subsidiary or affiliate of Lender or any of Lender's predecessors in interest, and all of the past, present members, managers, employees, and future officers, directors, contractors, employees, agents, servicers (including, but not limited to, Lennar Partners, Inc.), attorneys, representatives, attorneysparticipants, insurerssuccessors and assigns of Lender and Xxxxxx's predecessors in interest (collectively, accountants and shareholders, in their individual, official and representative capacities, "Lender Parties") from and against any and all claimsmanner of debts, debtsaccountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, demands, obligations, promises, agreements, contracts, covenants, liens, losses, costs and expenses, damages, suitsjudgments, actions executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, that known or unknown, either now accrued or subsequently maturing, which any of them ever had, Borrower Parties now have, has or hereafter can, shall or may havehave by reason of any matter, cause or thing, from the beginning of the world to and including the Closing Date, whether known or unknown, suspected or unsuspected, matured or unmatured, liquidated or unliquidated, jointly or severally, directly or indirectly, accrued or unaccrued, contingent or fixed (collectively, "Claims") for, upon, or by reason date of any matter, cause or thing whatsoeverthis Agreement, including, without limitation, any and all Claims arising out of, or relating to, any act or omission in connection with the management or conduct of the business or affairs of AUHL or any of its subsidiaries, and further covenants not to sue upon any such Claims. Notwithstanding the foregoing, AIHL shall nxx be released from any Claims matters arising out of or relating to (a) the Loan, including, but not limited to, its administration or funding, (b) the Loan Documents, (c) the Debt (as defined in the Mortgage) and as otherwise described in the Loan Documents, (d) the Indebtedness described in Section 1.3 hereof, (e) any breach other agreement or transaction between any of Borrower Parties and any of Lender Parties, and (f) the Project or its development, financing and operation. Borrower Parties, jointly and severally, for themselves and all of their respective heirs, successors and assigns, covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by AIHL reason of its obligations under this Agreement or in connection with any documents delivered pursuant heretoof the foregoing matters, claims or causes of action.

Release and Covenant Not to Sue. 5.1(a) Subject to Section 6.3, Section 6.9(b) and Section 6.9(c), each of the parties hereto acknowledge and agree that the rights and obligations under the LLC Agreement shall remain in full force and effect until the Closing Date. Talbot Holdings Release Effective as (b) Seller, on behalf of xxx Closingitself and its Affiliates and its and their heirs, Talbot Holdingslegal representatives, predecessors and successors (including those by merger) and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by law, the Company and its Affiliates (including, for itself as well as the avoidance of doubt, Buyer and Issuer) and each of their respective past, present or future directors, officers, employees, incorporators, members, managers, partners, stockholders, Affiliates, agents, attorneys or representatives or any successor or assign thereof (each, a “Releasee”) of, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever (each, a “Claim”) which Seller or its subsidiaries Affiliates or any of their respective heirs, legal representatives, predecessors and successors (including those by merger) or assigns ever had or now has about which Seller knows or reasonably should have known on or prior to the Agreement Date (including, without limitation, after the Closing Date, AUHL taking into account matters disclosed and its subsidiaries) and their respective successors, agents and assigns, does hereby forever, finally, fully, and unconditionally release and discharge AIHL and its parent Alleghany Corporation and their respective subsidiaries, affiliates, parents, successors, predecessors and assigns, and all of their respective past and present members, managers, employees, officers, directors, agents, representatives, attorneys, insurers, accountants and shareholders, in their individual, official and representative capacities, from and against any and all claims, debts, liabilities, demands, obligations, promises, agreements, contracts, covenants, liens, losses, costs and expenses, damages, suits, actions and causes of action whatsoever, at law or in equity, that any of them ever had, now have, or hereafter can, shall or may have, from the beginning of the world made reasonably apparent to the Closing Dateboard of directors of Trilogy Investors, whether known or unknown, suspected or unsuspected, matured or unmatured, liquidated or unliquidated, jointly or severally, directly or indirectly, accrued or unaccrued, contingent or fixed (collectively, "Claims"LLC) for, upon, or by reason of any matter, cause or thing whatsoever, including, without limitation, any and all Claims arising out of, or relating to, any act or omission in connection with the management or conduct of the business or affairs of AUHL or any of its subsidiaries, and further covenants not to sue upon any such Claims. Notwithstanding the foregoing, AIHL shall nxx be released from any Claims arising out of or relating to the Company and its Subsidiaries (including, without limitation, arising out of or relating to Seller’s ownership thereof or the actions or inactions of any breach by AIHL of its obligations under this Agreement member therein or any documents delivered pursuant hereto.manager thereof) (collectively, the

Release and Covenant Not to Sue. 5.1By Ski 2000. Talbot Holdings Release Effective as Ski 2000, ox xehalf of xxx Closing, Talbot Holdings, for itself as well as and all of its subsidiaries (including, without limitation, after the Closing Date, AUHL and its subsidiaries) and their respective successors, agents successors and assigns, does hereby foreverremise, finallyrelease, fullyacquit, waive, satisfy, and unconditionally release forever discharge Fleet, individually and discharge AIHL in its capacity as Agent, its predecessors-in-interest, subsidiaries and its parent Alleghany Corporation and their respective subsidiaries, affiliates, parents, successors, predecessors and assigns, and all of their respective past its past, present, and present members, managers, employees, future officers, directors, employees, agents, representatives, servicers, attorneys, insurersparticipants, accountants heirs, successors, and shareholdersassigns (collectively, in their individual, official and representative capacities, the "Fleet Parties") from and against any and all claimsmanner of debts, debtsaccountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, demands, obligations, promises, agreements, contracts, covenants, liens, losses, costs and expenses, damages, suitsjudgments, actions executions, objections, defenses, setoffs, actions, claims, demands, and causes of action of any nature whatsoever, whether at law or in equity, that any of them ever hadwhether known or unknown, either now haveaccrued or hereafter maturing, which Ski 2000 now has or hereafter can, shall shall, or may havehave by reason of any matter, cause, or thing from the beginning of the world to and including the Closing Date, whether known or unknown, suspected or unsuspected, matured or unmatured, liquidated or unliquidated, jointly or severally, directly or indirectly, accrued or unaccrued, contingent or fixed (collectively, "Claims") for, upon, or by reason date of any matter, cause or thing whatsoever, including, without limitation, any and all Claims arising out of, or relating to, any act or omission in connection with the management or conduct of the business or affairs of AUHL or any of its subsidiaries, and further covenants not to sue upon any such Claims. Notwithstanding the foregoing, AIHL shall nxx be released from any Claims this Agreement arising out of or relating to (a) the Loan, including, but not limited to, the administration or funding thereof, (b) the Loan Documents or the indebtedness evidenced and secured thereby, (c) the Collateral or the development, financing, and operation thereof, (d) the settlement contemplated and effectuated hereby and the other Settlement Documents, and (e) any other agreement or transaction between Ski 2000, and Fleet, individually or in its capacity as Agent, relating to the Loan; and Ski 2000, for itself and all of its successors and assigns, hereby covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of the Fleet Parties by reason of or in connection with any of the foregoing matters, claims, or causes of action. Notwithstanding the foregoing, Fleet acknowledges and agrees that the foregoing release and covenant not to sue does not apply to any clxxxs or causes of action arising out of or resulting from any breach by AIHL Fleet of any of its obligations agreements under this Agreement or any documents delivered pursuant heretoof the other Settlement Documents.

Release and Covenant Not to Sue. 5.1. Talbot Holdings Release Effective as Original Obligors and Assuming Obligors, on behalf of xxx Closing, Talbot Holdings, for itself as well as its subsidiaries (including, without limitation, after the Closing Date, AUHL and its subsidiaries) themselves and their respective successorsheirs, agents successors and assigns, does hereby forever, finally, fully, and unconditionally release and forever discharge AIHL and its parent Alleghany Corporation and Lender, any trustee of the Loan, any servicer of the Loan, each of their respective subsidiaries, affiliates, parents, successors, predecessors in interest and successors and assigns, and all of their respective past and present members, managers, employees, together with the officers, directors, agentspartners, representativesemployees, attorneysinvestors, insurerscertificate holders and agents of each of the foregoing (collectively, accountants and shareholders, in their individual, official and representative capacitiesthe "LENDER PARTIES"), from and against any and all claims, debts, liabilitiesaccountings, demandsbonds, obligationswarranties, representations, covenants, promises, contracts, controversies, agreements, contracts, covenants, liens, losses, costs and expensesclaims, damages, suitsjudgments, actions and executions, actions, inactions, liabilities demands or causes of action whatsoeverof any nature, at law or in equity, that any of them ever had, now have, or hereafter can, shall or may have, from the beginning of the world to the Closing Date, whether known or unknown, suspected or unsuspected, matured or unmatured, liquidated or unliquidated, jointly or severally, directly or indirectly, accrued or unaccrued, contingent or fixed (collectively, "Claims") for, upon, or which Original Obligors and Assuming Obligors now have by reason of any cause, matter, cause or thing whatsoeverthrough and including the date hereof, including, without limitation, any and all Claims arising out of, or relating to, any act or omission in connection with the management or conduct of the business or affairs of AUHL or any of its subsidiaries, and further covenants not to sue upon any such Claims. Notwithstanding the foregoing, AIHL shall nxx be released from any Claims matters arising out of or relating to to: (a) the Loan, including, without limitation, its funding, administration and servicing; (b) the Loan Documents; (c) the Property; (d) any breach reserve and/or escrow balances held by AIHL of its obligations under this Agreement Lender or any documents delivered pursuant heretoservicers of the Loan; or (e) the sale, conveyance, assignment and transfer of the Property. Original Obligors and Assuming Obligors, on behalf of themselves and their heirs, successors and assigns, covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of the Lender Parties by reason of or in connection with any of the foregoing matters, or related claims or causes of action.