Common use of Release and Limitation of Liability Clause in Contracts

Release and Limitation of Liability. (a) As partial consideration for the NHL’s approval of the Distribution, each of the Transaction Parties on its own behalf and on behalf of its successors and assigns, but not on behalf of any other affiliate or subsidiary or in its capacity as a partner, shareholder or agent of any such affiliate or subsidiary, hereby forever release and discharge the NHL, all of the other NHL Entities, all of the Member Clubs (except the Rangers, but including future Member Clubs), each of their respective predecessors, affiliates, successors and assigns, and any of their respective past, present and future direct and indirect owners, partners, shareholders, members, managers, directors, officers, agents, governors, trustees and employees in their respective capacities as such (collectively, “Affiliated NHL Parties”) from any and all claims, demands, causes of action and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, decisional, Canadian, United States, state, provincial, local or otherwise) (collectively, “Claims”) that any Transaction Party ever had, now has or hereafter can, shall or may have by reason of or concerning any act, omission, transaction, occurrence, rule, regulation, resolution, policy, procedure, or directive taken, occurring, or existing at any time up to and including the date of the execution of this Agreement, relating to, or arising from, any hockey operations or any NHL activity, including without limitation, the performance, presentation or exploitation of any hockey game or hockey exhibition, or in respect of the Proposed Transactions; provided that nothing in this paragraph shall be construed or interpreted as a release and discharge by any of the Transaction Parties of (x) any Claims expressly reserved in the Settlement Documents as defined in the Settlement Agreement dated March 23, 2009 (the “Settlement Agreement”) pursuant to paragraphs 13 and 16 of the Supplemental Agreement dated as of March 23, 2009, except that the Transaction Parties acknowledge that the actions, policies or practices described in paragraphs 13 and 16 of such Supplemental Agreement have not changed materially between the Effective Date of the Settlement Documents and the date of the execution of this Agreement; (y) any obligation of the NHL or any Affiliated NHL Party under any of the Settlement Documents, or (z) any amounts due to any of the Transaction Parties from any Affiliated NHL Parties in the ordinary course, or any amounts due or claims under agreements executed prior to the date hereof (including, but not limited to, in respect of player transactions). With respect to the preceding sentence of this paragraph, the parties agree that no inferences shall be drawn against the Affiliated NHL Parties from the absence of a provision that the release applies to such actions, policies or practices continuing materially unchanged after the date of the execution of this Agreement and, as such, either party shall be free to raise any and all arguments whatsoever about the scope and/or applicability of the Court’s October 10, 2008 Opinion in Madison Square Garden, L.P. v. National Hockey League, et al., Xx. 00 XXX. 0000 (XXX) relating to the extent to which the Claims covered by the preceding sentence of this paragraph are released as related to actions, policies and practices that continue materially unchanged after the date of the execution of this Agreement, provided, for clarity, that all Claims covered by the preceding sentence of this paragraph that exist as of the date of the execution of this Agreement are released. To the extent any Affiliated NHL Party asserts a claim against any Transaction Party, then the release contained in this paragraph shall not prohibit such Transaction Party from asserting a defense or counterclaim to that claim. Except as expressly described herein, nothing in this paragraph shall be construed to be in derogation or as a limitation of any rights that the Transaction Parties or any Affiliated NHL Party has pursuant to the Settlement Documents. (b) Except as permitted pursuant to the Settlement Documents and without limiting Rangers LLC’s rights thereunder, the Transaction Parties hereby agree, based upon facts known to, or facts that reasonably should have been known to, the Transaction Parties on the date hereof, not to initiate a judicial or other proceeding against the NHL challenging any provision of the NHL Constitution and Agreements as in effect and interpreted on the date hereof as they may apply to acts or omissions up to and including the date hereof. (c) Without limiting any other rights any Affiliated NHL Party may have, and without limiting any party’s affirmative obligation to pay the amounts referenced in this Agreement and/or the Lender Letter Agreement: (i) the Transaction Parties hereby jointly and severally agree to indemnify and hold harmless the Affiliated NHL Parties from and against any and all losses, obligations, claims, liabilities, fines, penalties, damages, costs and expenses (including without limitation, reasonable costs of investigation and settlement and attorneys’ fees, including in actions with Affiliated NHL Parties) incurred or required to be paid by an Affiliated NHL Party (collectively, “Losses”), arising out of, attributable to, in connection with or in any way relating to the Proposed Transactions and any other transactions or other acts or occurrences relating to or contemplated by the Proposed Transactions or the Transaction Documents and/or the NHL’s and Member Clubs’, where applicable, consideration of and approval of the Distribution; (ii) the Club Parties hereby jointly and severally agree to indemnify and hold harmless the Affiliated NHL Parties from and against any and all Losses arising out of, attributable to, in connection with or in any way relating to: (A) any breach of any warranty, covenant, obligation or agreement or any misrepresentation in this Agreement or the Lender Letter Agreement by any Club Party or any breach of any warranty, covenant, obligation or agreement or any misrepresentation in the letter agreement dated as of the date hereof in favor of the NHL by Xxxxxxx Xxxxx, Xxxxx Xxxxx and Xxxxx Xxxxx (the “Letter Agreement”), or (B) any act, omission, liability or obligation (including, without limitation, all obligations set forth in this Agreement and/or the Lender Letter Agreement) of any Club Party, any of their respective subsidiaries or other past, present or future affiliates or any of their respective past, present or future shareholders, partners, principals, members, managers, investors, directors, officers, employees, representatives or agents; and (iii) the Spinco Parties hereby jointly and severally agree to indemnify and hold harmless the Affiliated NHL Parties from and against any and all Losses arising out of, attributable to, in connection with or in any way relating to: (A) any breach of any warranty, covenant, obligation or agreement or any misrepresentation in this Agreement by any Spinco Party, or (B) any act, omission, liability or obligation (including, without limitation, all obligations set forth in this Agreement) of any Spinco Party, any of their respective subsidiaries or other past, present or future affiliates or any of their respective past, present or future shareholders, partners, principals, members, managers, investors, directors, officers, employees, representatives or agents. No Affiliated NHL Party other than the NHL or other NHL Entities shall be entitled to indemnification under clause (ii)(B) or (iii)(B) above unless the Commissioner determines that such indemnification is appropriate in the Commissioner’s sole discretion. Any Affiliated NHL Party claiming a right of indemnity hereunder shall give the indemnifying party prompt notice of the claim, action, suit, proceeding or circumstance giving rise to the potential Losses and shall afford the indemnifying party the opportunity to participate in the defense of such claim, action, suit or proceeding; provided, however, that the failure of any Affiliated NHL Party to give such prompt notice shall not affect its right to receive indemnification under this Agreement except to the extent that indemnifying party is materially and adversely affected by the failure. No claim against either an individual Member Club or which is based primarily on an act or omission of the Rangers for which indemnification is sought under this paragraph will be settled without the consent of the indemnifying parties, such consent not to be unreasonably withheld. (d) Nothing contained in this Agreement shall be, or be construed or deemed to be, a subordination by the NHL of the NHL’s rights: (i) to receive payments on account of indebtedness or liabilities now or hereafter owing to it by any Club Party, the Rangers or any other entity or (ii) to defer or off-set any distribution to any Club Party, or the Rangers. Nothing in this Agreement shall be construed in any respect as a guaranty or indemnity by the NHL, or any of its Member Clubs, of any debts, liabilities or obligations whatsoever of the Rangers, any Transaction Party or any other party.

Release and Limitation of Liability. (a) As partial consideration for the NHL’s approval of NHL providing the Distributionconsents contained herein, each of the Transaction Parties and Arena Companies on its their own behalf and on behalf of its their successors and assigns, but not on behalf of any other affiliate or subsidiary or in its capacity as a partner, shareholder or agent of any such affiliate or subsidiary, hereby forever release and discharge the NHL, all of the other NHL Entities, all of the Member Clubs (except the Rangers, but including future Member Clubs), each of their respective predecessors, affiliates, successors and assigns, and any of their respective past, present and future direct and indirect owners, partners, shareholders, members, managers, directors, officers, agents, governors, trustees and employees in their respective capacities as such (collectively, “Affiliated NHL Parties”) from (i) any and all claims, demands, causes of action action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, decisional, Canadian, United States, state, provincial, local or otherwise) (collectively, “Claims”) that are not otherwise expressly described in subparagraph (ii) below and that any Transaction Party or Arena Company ever had, now has or hereafter can, shall or may have by reason of or concerning any act, omission, transaction, occurrence, rule, regulation, resolution, policy, procedure, or directive taken, occurring, or existing at any time up to and including the date of the execution of this Transfer Consent Agreement, relating to, or arising from, any hockey operations or any NHL activity, including without limitation, the performance, presentation or exploitation of any hockey game or hockey exhibition, or in respect of the Proposed Transactions; and (ii) all of the “Released MSG Claims” as defined in paragraph 1(f) of that certain Settlement Agreement dated March 23, 2009 (the “Settlement Agreement”) and those Claims based on the actions, policies or practices described in items (i) through (iii) of paragraph 1(f) of the Settlement Agreement, in each case, that exist as of the date of the execution of this Transfer Consent Agreement or continue materially unchanged after the date of the execution of this Transfer Consent Agreement; provided that nothing in this paragraph shall be construed or interpreted as a release and discharge by any of the Transaction Parties or Arena Companies of (x) any Claims expressly reserved in the Settlement Documents (as such term is defined in the Settlement Agreement dated March 23, 2009 (the “Settlement Agreement”) pursuant to paragraphs 13 and 16 of the Supplemental Agreement dated as of March 23, 2009, except that the Transaction Parties and Arena Companies acknowledge that the actions, policies or practices described in paragraphs 13 and 16 of such Supplemental Agreement have not changed materially between the Effective Date of the Settlement Documents and the date of the execution of this Transfer Consent Agreement; (y) any obligation of the NHL or any Affiliated NHL Party under any of the Settlement Documents, or (z) any amounts due to any of the Transaction Parties or Arena Companies from any Affiliated NHL Parties in the ordinary course, or any amounts due or claims under agreements executed prior to the date hereof (including, but not limited to, in respect of player transactions). With respect to the preceding sentence clause (i) of this paragraph, the parties agree that no inferences shall be drawn against the Affiliated NHL Parties from the absence of a provision that the release applies to such actions, policies or practices continuing materially unchanged after the date of the execution of this Transfer Consent Agreement and, as such, either party shall be free to raise any and all arguments whatsoever about the scope and/or applicability of the Court’s October 10, 2008 Opinion in Madison Square Garden, L.P. v. National Hockey League, et al., Xx. 00 XXX. 0000 (XXX) relating to the extent to which the Claims covered by the preceding sentence clause (i) of this paragraph are released as related to actions, policies and practices that continue materially unchanged after the date of the execution of this Transfer Consent Agreement, provided, for clarity, that all Claims covered by the preceding sentence of this paragraph clause (i) that exist as of the date of the execution of this Transfer Consent Agreement are released. To the extent any Affiliated NHL Party asserts a claim against any Transaction Party, Party or Arena Company then the release contained in this paragraph shall not prohibit such Transaction Party or Arena Company from asserting a defense or counterclaim to that claim. Except as expressly described herein, nothing in this paragraph shall be construed to be in derogation or as a limitation of any rights that the Transaction Parties Rangers LLC or any Affiliated NHL Party has pursuant to the Settlement Documents. (b) Except as permitted pursuant to the Settlement Documents and without limiting Rangers LLC’s rights thereunder, the Transaction Parties hereby agree, based upon facts known to, or facts that reasonably should have been known to, the Transaction Parties on the date hereof, not to initiate a judicial or other proceeding against the NHL challenging any provision of the NHL Constitution and Agreements as in effect and interpreted on the date hereof as they may apply to acts or omissions up to and including the date hereof. (c) Without limiting any other rights any Affiliated the NHL Party may have, and without limiting any party’s affirmative obligation to pay the amounts referenced in this Agreement and/or the Lender Letter Agreement: (i) the Transaction Club Parties and Arena Companies hereby jointly and severally agree to indemnify and hold harmless the Affiliated NHL Parties from and against any and all losses, obligations, claims, liabilities, fines, penalties, damages, costs and expenses (including without limitation, reasonable costs of investigation and settlement and attorneys’ fees, including in actions with Affiliated NHL Parties) incurred or required to be paid by an Affiliated NHL Party (collectively, “Losses”), ) arising out of, attributable to, in connection with to or in any way relating to any liability or obligation of the Proposed Transactions and any other transactions or other acts or occurrences relating to or contemplated by the Proposed Transactions Club Parties or the Transaction Documents and/or the NHL’s and Member Clubs’, where applicable, consideration of and approval of the Distribution;Arena Companies under this Transfer Consent Agreement; and (ii) the Club Transferring Parties hereby jointly and severally agree to indemnify indemnity and hold harmless the Affiliated NHL Parties from and against any and all Losses arising out of, attributable to, in connection with to or in relating to any way relating to: (A) any breach of any warranty, covenant, obligation or agreement or any misrepresentation in this Agreement or the Lender Letter Agreement by any Club Party or any breach of any warranty, covenant, obligation or agreement or any misrepresentation in the letter agreement dated as of the date hereof in favor of the NHL by Xxxxxxx Xxxxx, Xxxxx Xxxxx and Xxxxx Xxxxx (the “Letter Agreement”), or (B) any act, omission, liability or obligation (including, without limitation, all obligations set forth in of the Transferring Parties under this Agreement and/or the Lender Letter Transfer Consent Agreement) of any Club Party, any of their respective subsidiaries or other past, present or future affiliates or any of their respective past, present or future shareholders, partners, principals, members, managers, investors, directors, officers, employees, representatives or agents; and (iii) the Spinco Parties hereby jointly and severally agree to indemnify and hold harmless the Affiliated NHL Parties from and against any and all Losses arising out of, attributable to, in connection with or in any way relating to: (A) any breach of any warranty, covenant, obligation or agreement or any misrepresentation in this Agreement by any Spinco Party, or (B) any act, omission, liability or obligation (including, without limitation, all obligations set forth in this Agreement) of any Spinco Party, any of their respective subsidiaries or other past, present or future affiliates or any of their respective past, present or future shareholders, partners, principals, members, managers, investors, directors, officers, employees, representatives or agents. No Affiliated NHL Party other than the NHL or other NHL Entities shall be entitled to indemnification under clause (ii)(B) or (iii)(B) above unless the Commissioner determines that such indemnification is appropriate in the Commissioner’s sole discretion. Any Affiliated NHL Party claiming a right of indemnity hereunder shall give the indemnifying party prompt notice of the claim, action, suit, proceeding or circumstance giving rise to the potential Losses and shall afford the indemnifying party the opportunity to participate in the defense of such claim, action, suit or proceeding; provided, however, that the failure of any Affiliated NHL Party to give such prompt notice shall not affect its right to receive indemnification under this the Transfer Consent Agreement except to the extent that indemnifying party is materially and adversely affected by the failure. No claim against either an individual Member Club or which is based primarily on an act or omission of the Rangers for which indemnification is sought under this paragraph will be settled without the consent of the indemnifying parties, such consent not to be unreasonably withheld. (d) Nothing contained in this Agreement shall be, or be construed or deemed to be, a subordination by the NHL of the NHL’s rights: (i) to receive payments on account of indebtedness or liabilities now or hereafter owing to it by any Club Party, the Rangers or any other entity or (ii) to defer or off-set any distribution to any Club Party, or the Rangers. Nothing in this Agreement shall be construed in any respect as a guaranty or indemnity by the NHL, or any of its Member Clubs, of any debts, liabilities or obligations whatsoever of the Rangers, any Transaction Party or any other party.

Release and Limitation of Liability. (a) As partial consideration for the NHL’s approval of NHL providing the Distributionconsents contained herein, each of the Transaction Parties on its their own behalf and on behalf of its their successors and assigns, but not on behalf of any other affiliate or subsidiary or in its capacity as a partner, shareholder or agent of any such affiliate or subsidiary, hereby forever release and discharge the NHL, all of the other NHL Entities, all of the Member Clubs (except the Rangers, but including future Member Clubs), each of their respective predecessors, affiliates, successors and assigns, and any of their respective past, present and future direct and indirect owners, partners, shareholders, members, managers, directors, officers, agents, governors, trustees and employees in their respective capacities as such (collectively, “Affiliated NHL Parties”) from (i) any and all claims, demands, causes of action action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, decisional, Canadian, United States, state, provincial, local or otherwise) (collectively, “Claims”) that are not otherwise expressly described in subparagraph (ii) below and that any Transaction Party and/or MSG ever had, now has or hereafter can, shall or may have by reason of or concerning any act, omission, transaction, occurrence, rule, regulation, resolution, policy, procedure, or directive taken, occurring, or existing at any time up to and including the date of the execution of this Transfer Consent Agreement, relating to, or arising from, any hockey operations or any NHL activity, including without limitation, the performance, presentation or exploitation of any hockey game or hockey exhibition, or in respect of the Proposed Transactions; and (ii) all of the “Released MSG Claims” as defined in paragraph 1(f) of that certain Settlement Agreement dated March 23, 2009 (the “Settlement Agreement”) and those Claims based on the actions, policies or practices described in items (i) through (iii) of paragraph 1(f) of the Settlement Agreement, in each case, that exist as of the date of the execution of this Transfer Consent Agreement or continue materially unchanged after the date of the execution of this Transfer Consent Agreement; provided that nothing in this paragraph shall be construed or interpreted as a release and discharge by any of the Transaction Parties of (x) any Claims expressly reserved in the Settlement Documents (as such term is defined in the Settlement Agreement dated March 23, 2009 (the “Settlement Agreement”) pursuant to paragraphs 13 and 16 of the Supplemental Agreement dated as of March 23, 2009, except that the Transaction Parties acknowledge that the actions, policies or practices described in paragraphs 13 and 16 of such Supplemental Agreement have not changed materially between the Effective Date of the Settlement Documents and the date of the execution of this Transfer Consent Agreement; (y) any obligation of the NHL or any Affiliated NHL Party under any of the Settlement Documents, or (z) any amounts due to any of the Transaction Parties from any Affiliated NHL Parties in the ordinary course, or any amounts due or claims under agreements executed prior to the date hereof (including, but not limited to, in respect of player transactions). With respect to the preceding sentence clause (i) of this paragraph, the parties agree that no inferences shall be drawn against the Affiliated NHL Parties from the absence of a provision that the release applies to such actions, policies or practices continuing materially unchanged after the date of the execution of this Transfer Consent Agreement and, as such, either party shall be free to raise any and all arguments whatsoever about the scope and/or applicability of the Court’s October 10, 2008 Opinion in Madison Square Garden, L.P. v. National Hockey League, et al., Xx. 00 XXX. 0000 (XXX) relating to the extent to which the Claims covered by the preceding sentence clause (i) of this paragraph are released as related to actions, policies and practices that continue materially unchanged after the date of the execution of this Transfer Consent Agreement, provided, for clarity, that all Claims covered by the preceding sentence of this paragraph clause (i) that exist as of the date of the execution of this Transfer Consent Agreement are released. To the extent any Affiliated NHL Party asserts a claim against any Transaction Party, Party then the release contained in this paragraph shall not prohibit such Transaction Party from asserting a defense or counterclaim to that claim. Except as expressly described herein, nothing in this paragraph shall be construed to be in derogation or as a limitation of any rights that the Transaction Parties MSG or any Affiliated NHL Party has pursuant to the Settlement Documents. (b) Except as permitted pursuant to the Settlement Documents and without limiting Rangers LLC’s rights thereunder, the Transaction Parties hereby agree, based upon facts known to, or facts that reasonably should have been known to, the Transaction Parties on the date hereof, not to initiate a judicial or other proceeding against the NHL challenging any provision of the NHL Constitution and Agreements as in effect and interpreted on the date hereof as they may apply to acts or omissions up to and including the date hereof. (c) Without limiting any other rights any Affiliated the NHL Party may have, and without limiting any party’s affirmative obligation to pay the amounts referenced in this Agreement and/or the Lender Letter Agreement: (i) the Transaction Club Parties hereby jointly and severally agree to indemnify and hold harmless the Affiliated NHL Parties from and against any and all losses, obligations, claims, liabilities, fines, penalties, damages, costs and expenses (including without limitation, reasonable costs of investigation and settlement and attorneys’ fees, including in actions with Affiliated NHL Parties) incurred or required to be paid by an Affiliated NHL Party (collectively, “Losses”), ) arising out of, attributable to, in connection with to or in any way relating to the Proposed Transactions and any other transactions liability or other acts or occurrences relating to or contemplated by the Proposed Transactions or the Transaction Documents and/or the NHL’s and Member Clubs’, where applicable, consideration of and approval obligation of the Distribution;Club Parties under this Transfer Consent Agreement; and (ii) the Club Transferring Parties hereby jointly and severally agree to indemnify indemnity and hold harmless the Affiliated NHL Parties from and against any and all Losses arising out of, attributable to, in connection with to or in relating to any way relating to: (A) any breach of any warranty, covenant, obligation or agreement or any misrepresentation in this Agreement or the Lender Letter Agreement by any Club Party or any breach of any warranty, covenant, obligation or agreement or any misrepresentation in the letter agreement dated as of the date hereof in favor of the NHL by Xxxxxxx Xxxxx, Xxxxx Xxxxx and Xxxxx Xxxxx (the “Letter Agreement”), or (B) any act, omission, liability or obligation (including, without limitation, all obligations set forth in of the Transferring Parties under this Agreement and/or the Lender Letter Transfer Consent Agreement) of any Club Party, any of their respective subsidiaries or other past, present or future affiliates or any of their respective past, present or future shareholders, partners, principals, members, managers, investors, directors, officers, employees, representatives or agents; and (iii) the Spinco Parties hereby jointly and severally agree to indemnify and hold harmless the Affiliated NHL Parties from and against any and all Losses arising out of, attributable to, in connection with or in any way relating to: (A) any breach of any warranty, covenant, obligation or agreement or any misrepresentation in this Agreement by any Spinco Party, or (B) any act, omission, liability or obligation (including, without limitation, all obligations set forth in this Agreement) of any Spinco Party, any of their respective subsidiaries or other past, present or future affiliates or any of their respective past, present or future shareholders, partners, principals, members, managers, investors, directors, officers, employees, representatives or agents. No Affiliated NHL Party other than the NHL or other NHL Entities shall be entitled to indemnification under clause (ii)(B) or (iii)(B) above unless the Commissioner determines that such indemnification is appropriate in the Commissioner’s sole discretion. Any NHL Affiliated NHL Party claiming a right of indemnity hereunder shall give the indemnifying party prompt notice of the claim, action, suit, proceeding or circumstance giving rise to the potential Losses and shall afford the indemnifying party the opportunity to participate in the defense of such claim, action, suit or proceeding; provided, however, that the failure of any NHL Affiliated NHL Party to give such prompt notice shall not affect its right to receive indemnification under this the Transfer Consent Agreement except to the extent that indemnifying party is materially and adversely affected by the failure. No claim against either an individual Member Club or which is based primarily on an act or omission of the Rangers for which indemnification is sought under this paragraph will be settled without the consent of the indemnifying parties, such consent not to be unreasonably withheld. (d) Nothing contained in this Agreement shall be, or be construed or deemed to be, a subordination by the NHL of the NHL’s rights: (i) to receive payments on account of indebtedness or liabilities now or hereafter owing to it by any Club Party, the Rangers or any other entity or (ii) to defer or off-set any distribution to any Club Party, or the Rangers. Nothing in this Agreement shall be construed in any respect as a guaranty or indemnity by the NHL, or any of its Member Clubs, of any debts, liabilities or obligations whatsoever of the Rangers, any Transaction Party or any other party.