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

Release and Covenant Not to Sxx. Except only to enforce the terms of this Settlement Agreement, the Parties shall and do forever mutually release and discharge each other and covenant not to sxx or bring any other legal or administrative action or claim against each other, or their past and current officers, directors, managers, members, employees, representatives, stockholders, affiliates, parents, subsidiaries, partners, agents, servants, insurers, sureties, predecessors, successors and assigns, receivers, executors, administrators, and beneficiaries, and any and all entities in which Palm Coast has had an interest, directly or indirectly, from and concerning any and all liabilities, rights, claims, demands, damages, debts, causes of action, agreements, warranties, controversies, promises, judgments, obligations or controversies of every kind and description, in law or equity, whether arising in law or equity or by statute, by regulation, or otherwise, and regardless of the legal theory, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated and that now exist or may hereafter accrue based on matters now unknown as well as known under, related to, arising from, or in any way connected with the Funding Agreement. It is understood and agreed by all Parties that the release in this Section 6 is a general release of the Parties (except only to enforce the terms of this Settlement Agreement), and it is to be construed in the broadest possible manner consistent with applicable law. Each Party represents and warrants that it is the exclusive owner of the claims such Party is releasing in the prior paragraph and that, as of the Effective Date, such Party has not assigned, sold, transferred or otherwise conveyed those claims to any other person. Each Party represents and warrants that, other than the Outstanding Litigation, they have not filed with any court, tribunal or alternative dispute resolution organization any claim, demand, action, joinder or cause of action against the other Party or their past and current officers, directors, managers, members, employees, representatives, stockholders, affiliates, parents, subsidiaries, partners, agents, servants, insurers, sureties, predecessors, successors and assigns, receivers, executors, administrators, and beneficiaries, or any and all entities in which Palm Coast has had an interest, directly or indirectly under, related to, arising from, or in any way connected with the Funding Agreement. DEO shall, at no cost or expense to Palm Coast, immediately file all documents and take all action necessary to have the Outstanding Litigation and any other actions and proceedings under, related to, arising from, or in any way connected to the Funding Agreement dismissed and discontinued with prejudice. DEO shall promptly provide Palm Coast with evidence of its compliance with the prior sentence.

Release and Covenant Not to Sxx. Except only to enforce the terms Each Party releases and forever discharges, for itself and for each of this Settlement Agreementits past, the Parties shall present and do forever mutually release future parents, subsidiaries and discharge affiliates (collectively, “Affiliates”) and each other of its and covenant not to sxx or bring any other legal or administrative action or claim against each otherits Affiliates’ past, or their past present, and current future officers, directors, managersshareholders, limited liability company membership interest holders, limited partners, general partners, members, managers, employees, agents, representatives, stockholders, affiliates, parents, subsidiaries, partners, agents, servants, insurers, sureties, predecessors, successors and assigns, receivers, executors, administratorssuccessors, and beneficiariesassigns and all other persons acting on behalf of such Party or its Affiliates (collectively, “Representatives”), each of the other Parties, and each of the other Parties’ Affiliates and Representatives from any and all entities in which Palm Coast has had an interest, directly or indirectly, from and concerning any and all liabilities, rights, claims, demands, damages, debtsactions, causes of action, agreementsobligations, warrantiescosts, expenses (including costs of investigation and attorneys fees), controversies, promisesdamages (including incidental and consequential damages), judgmentslosses, obligations or controversies claims, liabilities, suits, and demands, of every kind and descriptionwhatever character, in law or in equity, whether arising in law or equity or by statute, by regulation, or otherwise, and regardless of the legal theory, whether known or unknownunknown (including acts of God), statutory or at common law, federal or state, suspected or unsuspected, unanticipated as well as anticipated contingent or realized, from the beginning of time (collectively, “Obligations and that now exist Claims”, or may hereafter accrue based on matters now unknown as well as known underindividually, related an “Obligation” or “Claim”), specifically including, but not limited to, all Obligations and Claims arising out of or related in any manner to the Transaction Documents or the performance, non-performance, acts or omissions of any of the Parties and their Affiliates and Representatives thereunder. The foregoing notwithstanding, the Parties acknowledge and agree that this Release in no way waives any rights any of the Parties might possess in connection with the enforcement of this Release. Each of the Parties hereby covenants not to, and to cause all of its Affiliates and Representatives not to, bring any action, cause of action, suit or other proceeding of any kind, which has accrued or which may ever accrue, whether based in the United States Constitution, any state constitution, common law or statute, contract, tort, or in equity, for actual or punitive damages or other relief, against any of the other Parties or their Affiliates or Representatives arising out of, resulting from, or in any way connected with manner related to the Funding Agreement. It is understood and agreed by all Parties that the release matters released in this Section 6 is a general release of the Parties (except only to enforce the terms of this Settlement Agreement), and it is to be construed in the broadest possible manner consistent with applicable law. Each Party represents and warrants that it is the exclusive owner of the claims such Party is releasing in the prior paragraph and that, as of the Effective Date, such Party has not assigned, sold, transferred or otherwise conveyed those claims to any other person. Each Party represents and warrants that, other than the Outstanding Litigation, they have not filed with any court, tribunal or alternative dispute resolution organization any claim, demand, action, joinder or cause of action against the other Party or their past and current officers, directors, managers, members, employees, representatives, stockholders, affiliates, parents, subsidiaries, partners, agents, servants, insurers, sureties, predecessors, successors and assigns, receivers, executors, administrators, and beneficiaries, or any and all entities in which Palm Coast has had an interest, directly or indirectly under, related to, arising from, or in any way connected with the Funding Agreement. DEO shall, at no cost or expense to Palm Coast, immediately file all documents and take all action necessary to have the Outstanding Litigation and any other actions and proceedings under, related to, arising from, or in any way connected to the Funding Agreement dismissed and discontinued with prejudice. DEO shall promptly provide Palm Coast with evidence of its compliance with the prior sentence2.

Release and Covenant Not to Sxx. Except only to enforce (a) Buyer and the terms Company, on their own behalf and that of this Settlement Agreementeach other Buyer Indemnified Party (collectively, the Parties shall “Releasing Parties”), hereby release, acquit and do forever mutually release discharge, effective as of and discharge conditioned upon Closing, but otherwise unconditionally and without reservation, each other and covenant not individual who on or prior to sxx the Closing Date were officers or bring directors of the Company or any other legal or administrative action or claim against each other, or their past and current officers, directors, managers, members, employees, representatives, stockholders, affiliates, parents, subsidiaries, partners, agents, servants, insurers, sureties, predecessors, successors and assigns, receivers, executors, administratorsSubsidiary of the Company, and beneficiariesthe heirs, trustees, fiduciaries and administrators of such officers or directors (collectively, the “Released Parties”) from any and all entities manner of claims, counterclaims, cross-claims, actions, causes of action, rights, disputes, controversies, judgments, debts, agreements, contracts, covenants, promises, representations, misrepresentations, allegations, demands, obligations, duties, suits, rights of contribution and indemnity, liens, expenses, assessments, penalties, charges, injuries, losses, costs (including, without limitation, attorneys fees and costs incurred), damages (including, without limitation, compensatory, consequential, bad faith or punitive damages), sanctions, and liabilities, direct or indirect, of any and every kind, character, nature and manner whatsoever, in law or in equity, civil or criminal, administrative or judicial, contract, tort (including, without limitation, bad faith, fraud and negligence of any kind) or otherwise, whether now known or unknown, claimed or unclaimed, asserted or unasserted, suspected or unsuspected, claimed or concealed, discovered or undiscovered, accrued or unaccrued, anticipated or unanticipated, fixed or contingent, liquidated or unliquidated, state or federal, under common law, statute or regulation, which Palm Coast has had an interestany of the Releasing Parties ever had, now has, ever may have or claim to have in the future against any Released Party, for, upon, or by reason of any act, matter, cause or thing whatsoever from the beginning of time to and including the date of the Closing, resulting from, based upon, related to or connected with, in any way, directly or indirectly, from and concerning any and all liabilities, rights, claims, demands, damages, debts, causes of action, agreements, warranties, controversies, promises, judgments, obligations or controversies of every kind and description, in law or equity, whether arising in law or equity or by statute, by regulation, or otherwise, and regardless the service of the legal theoryReleased Parties as directors or officers of the Company or any Subsidiary (collectively, whether known the “Released Claims”). (b) Subject to and effective only upon the Closing having occurred, the Releasing Parties irrevocably covenant that they shall not hereafter commence or unknowncause to be commenced, suspected or unsuspectedjoin in, unanticipated as well as anticipated and that now exist or may hereafter accrue based on matters now unknown as well as known under, related to, arising fromassist, or in any way connected with the Funding Agreement. It is understood and agreed by all Parties that the release in this Section 6 is a general release of the Parties (except only to enforce the terms of this Settlement Agreement)manner seek relief through, and it is to be construed in the broadest possible manner consistent with applicable law. Each Party represents and warrants that it is the exclusive owner of the claims such Party is releasing in the prior paragraph and thatdirectly or indirectly, as of the Effective Date, such Party has not assigned, sold, transferred or otherwise conveyed those claims to any other person. Each Party represents and warrants that, other than the Outstanding Litigation, they have not filed with any court, tribunal or alternative dispute resolution organization any claim, demandsuit, action, joinder agency or cause other proceeding, claim or demand, counterclaim or cross-claim of action any kind or character whatsoever against the other Party or their past and current officersany Released Party, directorsfor, managers, members, employees, representatives, stockholders, affiliates, parents, subsidiaries, partners, agents, servants, insurers, sureties, predecessors, successors and assigns, receivers, executors, administrators, and beneficiariesupon, or by reason of any Released Claim. A Released Party hereafter violating the covenant not to sxx contained in the immediately preceding sentence shall indemnify and all entities in which Palm Coast has had an interest, directly or indirectly under, related to, arising from, or in any way connected hold harmless the Released Parties with the Funding Agreement. DEO shall, at no cost or expense to Palm Coast, immediately file all documents and take all action necessary to have the Outstanding Litigation and any other actions and proceedings under, related to, arising from, or in any way connected respect to the Funding act or acts constituting such violation, including without limitation by payment of all damages and attorneys’ fees and expenses incurred by any Released Party in connection with such act or acts. (c) The foregoing provisions of this Section 5.3 shall in no way limit the rights and obligations of the parties to this Agreement dismissed and discontinued with prejudice. DEO shall promptly provide Palm Coast with evidence of its compliance with the prior sentenceunder Article IX.

Release and Covenant Not to Sxx. Except only (a) Each Loan Party, on behalf of itself and its successors, assigns and other legal representatives, hereby absolutely, unconditionally and irrevocably releases and discharges each of the Administrative Agent, the Lenders and their respective present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns (collectively, the “Releasees”, and each, a “Releasee”), from any and all actions, causes of action, claims, debts, damages, demands, liabilities, obligations, and suits, of whatever kind or nature, in law or equity of such Loan Party, whether now known or unknown to enforce such Loan Party, and whether contingent or matured (collectively, “Claims”): (a) in respect of the terms of this Settlement Credit Agreement, the Parties Loan Documents, or the actions or omissions of the Administrative Agent, any Lender or any other Releasee in respect of the Credit Agreement and the Loan Documents; and (b) arising from events occurring prior to the date of this Amendment; provided that nothing in this Section 8 shall release the Administrative Agent or any Lender from of any of its contractual obligations to any Loan Party under the Credit Agreement or any other Loan Document. (b) Each Loan Party, on behalf of itself and do forever mutually its successors, assigns and other legal representatives, hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that such Loan Party will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released and discharged by such Loan Party pursuant to Section 8(a) above. If any Loan Party or any of its successors, assigns or other legal representative violates the foregoing covenant, such Loan Party, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by any affected Releasee as a result of such violation. (c) Each Loan Party understands, acknowledges and agrees that the release and discharge each other of claims and covenant not to sxx or bring set forth in Sections 8(a) and (b) above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any other legal or administrative action or claim against each other, or their past and current officers, directors, managers, members, employees, representatives, stockholders, affiliates, parents, subsidiaries, partners, agents, servants, insurers, sureties, predecessors, successors and assigns, receivers, executors, administrators, and beneficiaries, and any and all entities in which Palm Coast has had an interest, directly or indirectly, from and concerning any and all liabilities, rights, claims, demands, damages, debts, causes of action, agreementssuit or other proceeding which may be instituted, warranties, controversies, promises, judgments, obligations prosecuted or controversies of every kind and description, attempted in law or equity, whether arising in law or equity or by statute, by regulation, or otherwise, and regardless breach of the legal theoryprovisions of such release. (d) Each Loan Party agrees that no fact, whether known event, circumstance, evidence or unknown, suspected transaction which could now be asserted or unsuspected, unanticipated as well as anticipated and that now exist or which may hereafter accrue based on matters now unknown as well as known under, related to, arising from, or be discovered shall affect in any way connected with manner the Funding Agreement. It is understood final, absolute and agreed by all Parties that unconditional nature of the release of claims and the covenant not to sxx set forth in this Section 6 is a general release of the Parties Sections 8(a) and (except only to enforce the terms of this Settlement Agreement), and it is to be construed in the broadest possible manner consistent with applicable law. Each Party represents and warrants that it is the exclusive owner of the claims such Party is releasing in the prior paragraph and that, as of the Effective Date, such Party has not assigned, sold, transferred or otherwise conveyed those claims to any other person. Each Party represents and warrants that, other than the Outstanding Litigation, they have not filed with any court, tribunal or alternative dispute resolution organization any claim, demand, action, joinder or cause of action against the other Party or their past and current officers, directors, managers, members, employees, representatives, stockholders, affiliates, parents, subsidiaries, partners, agents, servants, insurers, sureties, predecessors, successors and assigns, receivers, executors, administrators, and beneficiaries, or any and all entities in which Palm Coast has had an interest, directly or indirectly under, related to, arising from, or in any way connected with the Funding Agreement. DEO shall, at no cost or expense to Palm Coast, immediately file all documents and take all action necessary to have the Outstanding Litigation and any other actions and proceedings under, related to, arising from, or in any way connected to the Funding Agreement dismissed and discontinued with prejudice. DEO shall promptly provide Palm Coast with evidence of its compliance with the prior sentenceb) above.