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

Release and Covenant Not to Sxx. Each of Borrower Parties, as to itself and all of its heirs, successors and assigns only, remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, whether known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of completion of the Requested Actions ("Acquisition Date") for matters arising out of or relating to (a) the Loan, including the administration or funding thereof, (b) the Loan Documents, (c) the Indebtedness, (d) the Project, and (e) any other agreement or transaction between Borrower Parties or any one of them and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (a) – (d) above. Each of Borrower Parties, as to itself and all of its respective heirs, successors and assigns only, 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.

Release and Covenant Not to Sxx. Each of Borrower PartiesSubject to Sections 3.2 and 3.11, as to itself effective upon the Closing, each Holder hereby releases and all of discharges Gxxxx and its heirs, successors subsidiaries from and assigns only, remises, releases, acquits, satisfies and forever discharges Lender Parties from against any and all manner of debtsclaims, accountingssuits, bondsactions, warrantiesdemands, representations, covenants, promises, contracts, controversiesobligations, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands debts and causes of action of any nature whatsoever, whether at law or in equity, liabilities whatsoever (whether known or unknown, either now accrued asserted or subsequently maturingunasserted, contingent, inchoate, or otherwise), both at law and in equity, which such Holder now has, has ever had or may hereafter have against Gxxxx or any of Borrower Parties now has its subsidiaries arising at or hereafter can, shall prior to the Closing or may have by reason on account of any matter, cause or thing, from the beginning of the world to and including the date of completion of the Requested Actions ("Acquisition Date") for matters arising out of any matter occurring at or relating to (a) the Loan, including the administration or funding thereof, (b) the Loan Documents, (c) the Indebtedness, (d) the Project, and (e) any other agreement or transaction between Borrower Parties or any one of them and any of Lender Parties concerning matters arising out of or relating prior to the items set forth in subsections (a) – (d) above. Each Closing; provided, that if such Holder is an employee of Borrower Parties, as to itself and all of Gxxxx or its respective heirs, successors and assigns only, covenants and agrees never to institute or cause subsidiaries who will continue to be instituted or continue prosecution employed immediately following the Closing, such release shall exclude any claims related to the right of any suit such employee to receive current earned and accrued but unpaid compensation, unreimbursed business expenses or other form employment benefits generally available to all employees of Gxxxx and its subsidiaries. From and after the Closing, each Holder hereby irrevocably covenants to refrain from, directly or indirectly, asserting, commencing or causing to be commenced any claim, suit, action or proceeding demand of any kind against Gxxxx or nature whatsoever against any of Lender Parties by reason of or in connection with its subsidiaries, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Holder may have under the terms and conditions of the foregoing matters, claims Merger Agreement to receive the merger consideration for its shares of Gxxxx capital stock or causes warrants to acquire shares of actionGxxxx capital stock.

Release and Covenant Not to Sxx. Each Borrower, on behalf of itself and each of the other Borrower Parties, as to itself Current Indemnitor, and all each of its heirs, their respective successors and assigns onlyassigns, remisesremise, releasesrelease, acquitsacquit, satisfies satisfy and forever discharges discharge Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, whether known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties may now has have or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of completion of the Requested Actions ("Acquisition Date") for matters this Agreement, arising out of or relating to (a) the Loan, including the administration or funding thereof, (b) the Loan DocumentsSecurity Instrument, (c) the IndebtednessLoan Agreement, (c) the Note, (d) any of the Projectother Loan Documents, and (e) the Indebtedness, or (f) any other agreement documents or transaction between Borrower Parties instruments now or previously evidencing, securing or in any one of them and any of Lender Parties concerning matters arising out of or way relating to the items set forth in subsections (a) – (d) aboveLoan. Each Borrower, on behalf of itself and each of the other Borrower Parties, as to itself and all each of its their respective heirs, successors and assigns onlyassigns, covenants covenant and agrees 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 reason of or in connection with any of the foregoing matters, claims or causes of action, but excluding any claims or causes of action resulting from or in connection with this Agreement or the other Consent Documents.

Release and Covenant Not to Sxx. Each In consideration of Lender's agreement to the terms of this Agreement, Borrower and Guarantor, by execution of the Joinder and Agreement of Guarantor attached hereto (the "Joinder"), on behalf of themselves and each of their respective successors and assigns, remise, release, acquit, satisfy and forever discharge Lender Parties, as to itself and all of its heirs, successors and assigns only, remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, whether known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties them now has has, from the beginning of the world to and including the Execution Date, or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of completion of the Requested Actions ("Acquisition Date") for matters things arising out of or relating to (a) the Loan, including the administration or funding thereof, (b) the Loan Documents, (c) the Indebtedness, and (d) the Project, and (e) any other agreement or transaction between Borrower Parties or any one of them and/or Guarantor and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (a) – (d) aboveLoan. Each Borrower and Guarantor, by execution of Borrower Partiesthe Joinder, as to itself on behalf of themselves and all each of its their respective heirs, successors and assigns onlyassigns, covenants covenant and agrees 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 reason of or in connection with any of the foregoing matters, claims or causes of action. For the avoidance of doubt, the release and covenant not to sxx set forth in this Section 4.3 shall not release, waive or impair any rights, liabilities, actions, claims, demands or causes of action, if any, of the Borrower or Guarantor against any Lender Party not related to or not arising from (a) the Loan, (b) the Loan Documents or (c) the Indebtedness.

Release and Covenant Not to Sxx. Each In consideration of Lender’s agreement to the terms of this Agreement, Borrower Partiesand Guarantor, as to itself by execution of the Joinder, on behalf of themselves and all their partners, members, officers, directors, shareholders, and trustees and each of its their respective heirs, successors and assigns onlyassigns, remiseswaive, releasesremise, acquitsrelease, satisfies acquit, satisfy and forever discharges discharge all of Lender Parties Parties, from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands counterclaims, demands, defenses, setoffs, and causes of action of any kind or nature whatsoever, whether at law or in equity, whether known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties them now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of completion later of the Requested Actions ("Acquisition Execution Date and the Effective Date") for , including, without limitation, matters arising out of or relating to (a) the Loan, including the administration or funding thereof, (b) the Loan Documents, (c) the IndebtednessDebt, (d) the ProjectProperties, and (e) any other agreement or transaction between Borrower Parties or any one of them and/or Guarantor and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (a) – - (d) above. Each Borrower and Guarantor, by execution of Borrower Partiesthe Joinder, as to itself on behalf of themselves and all their partners, members, officers, directors, shareholders, and trustees and each of its their respective heirs, successors and assigns onlyassigns, covenants covenant and agrees 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 reason of or in connection with any of the foregoing matters, claims or causes of action.. As further consideration of Lender’s agreement to the terms of this Agreement, Borrower and Guarantor, by execution of the Joinder, on behalf of themselves and their partners, members, officers, directors, shareholders, and trustees and each of their respective heirs, successors and assigns, agree, represent and warrant that the matters released in this Agreement are not limited to matters which are known or disclosed, and Borrower and Guarantor, by execution of the Joinder, on behalf of themselves and partners, members, officers, directors, shareholders, and trustees and each of their respective heirs, successors and assigns, waive any and all rights and benefits with respect to any matters arising out of or relating to any matter, cause or thing, from the beginning of the world to and including the later of the Execution Date and the Effective Date, including, without limitation, matters arising out of or relating to (a) the Loan, (b) the Loan Documents, (c) the Debt, (d) the Properties, and (e) any other agreement or transaction between Borrower and/or Guarantor and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (a) - (d) above, which Borrower or Guarantor now have, or in the future may have, conferred upon any of Borrower or Guarantor by virtue of the provisions of Section 1542 of the Civil Code of the State of California, which provides as follows:

Release and Covenant Not to Sxx. Each of Borrower Parties, as to itself and all of its heirs, successors and assigns only, remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements,, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, whether known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of completion of the Requested Actions ("“Acquisition Date"”) for , including, without limitation, matters arising out of or relating to (a) the Loan, including the administration or funding thereof, (b) the Loan Documents, (c) the Indebtedness, (d) the Project, and (e) any other agreement or transaction between Borrower Parties or any one of them and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (a) – - (d) above. Each of Borrower Parties, as to itself and all of its respective heirs, successors and assigns only, 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.. This release and covenant not to sxx shall not apply with respect to Lender's obligations under this Agreement