Release and Waivers. In consideration for the agreement of Agent, for the benefit of Lenders, and Lenders to enter into this Amendment and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Guarantor acknowledge that they have no defenses, set offs or counterclaims with respect to their respective obligations to Agent, for the benefit of Lenders, and Lenders, and on behalf of themselves and all persons or entities claiming by, through, or under Borrower and/or Guarantor (collectively, “Obligor Parties”), do hereby unconditionally remise, release, waive and forever discharge and relinquish Agent, for the benefit of Lenders, and Lenders, its respective parent, subsidiaries, affiliated companies, past and present stockholders, partners, officers, directors, employees, agents, attorneys, independent contractors, divisions, and their respective successors and assigns (the “Releasees”) from any and all manner of actions, causes of action, suits, claims, counterclaims, crossclaims, defenses and demands whatsoever, arising from any and all debts, demands, proceedings, agreements, contracts, judgments, damages, accounts, reckonings, executions, controversies, obligations, liabilities, and facts whatsoever, whatever kind or nature, whether known or unknown, which the Obligor Parties have knowledge of or should have knowledge of as of the date hereof, whether contingent or fixed, liquidated or unliquidated, at law or at equity, if any, directly or indirectly arising out of or based upon any matter connected with the Existing Loan Documents (as amended by this Amendment and the Amendment Documents), or the obligations created thereby or relating to or arising out of the Existing Loan Documents, and/or the lending relationship between Borrower, Guarantor and Lender which is the subject of the Existing Loan Documents, which the Obligor Parties ever had, now have, and/or hereafter may have against the Releasees, for or by reason of any cause, matter or thing whatsoever arising from January 27, 1989 through the date hereof.
Release and Waivers. Writer hereby acknowledges and warrants that he or she understands and acknowledges that Producer's use of other writer's literary properties may contain features and elements similar to or identical with those contained in the Property and as shall not entitle Writer to any compensation beyond that which is stipulated in the Option Agreement.
Release and Waivers. Borrower, for itself and its heirs, personalrepresentatives, successors and assigns, hereby jointly and severally, releases, discharges, and forever waives and relinquishes any and all claims, demands, obligations, liabilities, defenses, affirmative defenses, and causes of action of whatsoever kind or nature whether known or unknown which they or it has, may have, or might have or may assert now or in the future against Lender directly or indirectly arising out of, based upon, or in any manner connected with any transaction, event, circumstance, action or occurrence which occurred, existed, was taken, permitted, or begun prior to the execution of this Agreement. In connection with the general release set forth above, Borrower, for themselves and Borrower's affiliates, and each of them, hereby waive and relinquish all rights and benefits afforded under the provisions of Section 1542 of the California Civil Code, 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."
Release and Waivers. Borrower, for itself and its heirs, personal representatives, successors, and assigns, hereby jointly and severally, knowingly and voluntarily RELEASES, DISCHARGES, and FOREVER WAIVES and RELINQUISHES any and all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions, and causes of action of whatsoever kind or nature, whether known or unknown, which he or it has, may have, or might have or may assert now or in the future against Lender directly or indirectly, arising out of, based upon, or in any manner connected with any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of this Agreement and occurred, existed, was taken, permitted, or begun in accordance with, pursuant to, or by virtue of the transaction referenced herein 135 or any of the terms of any of the Existing Documents, or which was related or connected in any manner, directly or indirectly, to the obligation, the First Amendment, the transaction referenced herein or the Existing Documents, or any part thereof. Borrower hereby acknowledges and agrees that the execution of this Agreement by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any such claims or of liability for any matter or precedent upon which any liability may be asserted. Borrower hereby further acknowledges and agrees that, to the extent that any such claims may exist, they are of a speculative nature so as to be incapable of objective valuation and that, in any event, the value to the Borrower of the covenants and obligations of Lender contained in this Agreement and the other documents and instruments executed and delivered in connection herewith substantially and materially exceeds any and all value of any kind or nature whatsoever of any such claims. In connection with the general release set forth above, Borrower, for themselves and Borrower's Affiliates, and each of them, hereby waive and relinquish all rights and benefits afforded under the provisions of Section 1542 of the California Civil Code, 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."
Release and Waivers. (a) The rights, powers and remedies conferred on any party by this Agreement and remedies available to the Company are cumulative and are additional to any right, power or remedy which it may have under general law or otherwise.
(b) The Company may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to is in this Agreement by the Executive without in any way prejudicing or affecting its rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.
(c) No single or partial exercise or failure or delay in exercising any right, power or remedy by the Company shall constitute a waiver by it of, or impair or prelude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.
Release and Waivers. The Holders of the Debentures hereby release and waive any and all claims they may have arising from any prior action or failure to act that may constitute or give rise to a Default or Event of Default or non-compliance by the Company, DCAG or their affiliates under the Indenture.
Release and Waivers release the Swap Provider from any of its obligations under the Master Swap Agreement or waive any breach of the Swap Provider’s obligations thereunder or consent to any such act or omission of the Swap Provider as would otherwise constitute such breach;
Release and Waivers. Grantor agrees that no release by the Beneficiary of any of Grantor's successors in title from liability on the Obligations, no release by the Beneficiary of any portion of the Mortgaged Property, the Rents or the Intangible Personalty, no subordination of lien, no forbearance on the part of the Beneficiary to collect on the Obligations, or any part thereof, no waiver of any right granted or remedy available to the Beneficiary and no action taken or not taken by the Beneficiary shall in any way diminish Grantor's obligation to the Beneficiary or have the effect of releasing Grantor, or any successor to Grantor, from full responsibility to the Beneficiary for the complete discharge of the Trust Indenture or any other Project Document.
Release and Waivers. Purchaser and Ultratech shall have received duly executed release and waiver agreements in form and substance satisfactory to Ultratech in its sole discretion, from each party set forth on SCHEDULE 6.4 and other creditors of Seller and amendments to contracts specifically identified thereon.
Release and Waivers. (a) EACH CREDIT PARTY REPRESENTS AND WARRANTS THAT AS OF THE CLOSING DATE THERE ARE NO CLAIMS OR OFFSETS AGAINST, OR DEFENSES OR COUNTERCLAIMS TO, ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY OF THE "CREDIT DOCUMENTS" (AS DEFINED IN THE ORIGINAL CREDIT AGREEMENT; HEREIN THE "ORIGINAL CREDIT DOCUMENTS"), NOR ANY CAUSES OF ACTION ARISING THEREFROM. TO INDUCE THE AGENTS AND THE LENDERS TO ENTER INTO THIS AGREEMENT EACH CREDIT PARTY WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES, COUNTERCLAIMS, OR CAUSES OF ACTION WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND RELATING TO THE ORIGINAL CREDIT DOCUMENTS OR THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS. EACH CREDIT PARTY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW KNOWN OR BELIEVED TO BE TRUE WITH RESPECT TO SUCH CLAIMS, OFFSETS, DEFENSES, COUNTERCLAIMS, OR CAUSES OF ACTION, AND AGREES THAT THIS AGREEMENT AND THE PRECEDING RELEASE ARE AND WILL REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING ANY SUCH DIFFERENCES OR ADDITIONAL FACTS.
(b) As of the effectiveness of this Agreement and the making of the Term Loans, the Agents and the Lenders waive any existing "Defaults" or "Events of Default" under (and as defined in) the Original Credit Agreement or the Original Credit Documents.
