Release; Covenant Not to Sxx; Acknowledgement. (a) The Borrower, each Guarantor and the Shareholder (collectively, the “Releasing Parties”) each hereby absolutely and unconditionally releases and forever discharges the Administrative Agent and each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys, Consultants, representatives and employees of any of the foregoing (each a “Released Party”), from any and all claims, demands or causes of action of any kind, nature or description relating to or arising out of or in connection with or as a result of any of the Original Credit Agreement (and any Obligations thereunder), the Forbearance Agreement, the Contribution Agreement, any other Loan Documents, and the negotiation and execution of the Credit Agreement, Warrants, the Investors’ Rights Agreement or any other related acts, agreements and documents, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which each Releasing Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of the Credit Agreement, whether such claims, demands and causes of action are matured or unmatured or known or unknown. It is the intention of each Releasing Party in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified. Each Releasing 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, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Releasing Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Releasing Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by such Releasing Party pursuant to the above release. If any Releasing Party or any of its successors, assigns or other legal representations violates the foregoing covenant, such Releasing Party, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violation. Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***] October 19, 2012 Side Letter Agreement (c) Each Releasing Party represents and warrants that, to its knowledge, there are no liabilities, claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent, which such Releasing Party may have or claim to have against any Released Party arising with respect to the Original Credit Agreement (and any Obligations thereunder), the Forbearance Agreement, the Contribution Agreement or any other Loan Documents, and the negotiation and execution of the Credit Agreement, Warrants, the Investors’ Rights Agreement or any other related acts, agreements and documents, and each Releasing Party further acknowledges that, as of the date hereof, it does not have any counterclaim, set-off, or defense against the Released Parties, each of which such Releasing Party hereby expressly waives.
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Samples: Credit Agreement (Champion Industries Inc), Credit Agreement (Champion Industries Inc)
Release; Covenant Not to Sxx; Acknowledgement. (a) The Borrower, each Guarantor and the Shareholder (collectively, the “Releasing Parties”) each Each Domestic Loan Party hereby absolutely and unconditionally releases and forever discharges the each Administrative Agent Agent, each L/C Issuer, each Swing Line Lender, each Lender and each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys, Consultants, representatives and employees of any of the foregoing their respective Related Parties (each a “Released Party”), ) from any and all claims, demands or causes of action of any kind, nature or description relating to or arising out of or in connection with or as a result of any of the Original Credit Agreement (and any Obligations thereunder), the Forbearance Agreement, the Contribution Agreement, any other Loan Documents, and the negotiation and execution of the Credit Agreement, Warrants, the Investors’ Rights Agreement or any other related acts, agreements and documentsdescription, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which each Releasing any Domestic Loan Party has had, now has or has made claim to have against any such person Person for or by reason of any act, omission, matter, cause or thing whatsoever arising out of or with respect to the Obligations, the Credit Agreement, this Agreement or any other Loan Document from the beginning of time to and including the date of the Credit AgreementEffective Date, whether such claims, demands and causes of action are matured or unmatured or known or unknown. It is the intention of each Releasing Domestic Loan Party in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified. Each Releasing Domestic Loan 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, demands, or causes of action and agree agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Releasing Domestic Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Nothing in this Section 4.2 shall relieve any Administrative Agent or Lender of any continuing contractual obligations under this Agreement.
(b) Each Releasing Domestic Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by such Releasing any Domestic Loan Party pursuant to the above release. If any Releasing Domestic Loan Party or any of its their successors, assigns or other legal representations representatives violates the foregoing covenant, such Releasing each Domestic Loan Party, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violation. Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***] October 19, 2012 Side Letter Agreement.
(c) Each Releasing Domestic Loan Party represents and warrants that, to its knowledge, there are no liabilities, claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent, which such Releasing any Domestic Loan Party may have or claim to have against any Released Party arising with respect to the Original Credit Agreement (and any Obligations thereunder)Obligations, the Forbearance Credit Agreement, the Contribution this Agreement or any other Loan Documents, and the negotiation and execution Document.
(d) Each of the Credit AgreementDomestic Loan Parties has been advised by counsel with respect to the release contained in this Section 4.2. Upon advice of such counsel, Warrantseach of the Domestic Loan Parties hereby waives and relinquishes all of the rights and benefits each Domestic Loan Party has, or may have, with respect to the Investors’ Rights Agreement claims released under Section 1542 of the California Civil Code or any other related acts, agreements and documents, and each Releasing Party further acknowledges that, similar statute. Section 1542 states as of the date hereof, it does not have any counterclaim, set-off, or defense against the Released Parties, each of which such Releasing Party hereby expressly waives.follows:
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Release; Covenant Not to Sxx; Acknowledgement. (a) The Borrower, each Guarantor Each Loan Party and the Shareholder (collectively, the “Releasing Parties”) each its Affiliates hereby absolutely and unconditionally releases and forever discharges the Administrative Agent Agent, each Lender and each LenderIssuing Bank, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys, Consultants, representatives and employees of any of the foregoing (each a “Released Party”), from any and all claims, demands or causes of action of any kind, nature or description relating to or arising out of or in connection with or as a result of any of the Original Credit Agreement (and any Obligations thereunder), the Forbearance Agreement, the Contribution Agreement, any other Loan Documents, and the negotiation and execution of the Credit Agreement, Warrants, the Investors’ Rights Agreement or any other related acts, agreements and documentsdescription, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which each Releasing any Loan Party has had, now has or has, has made claim to have or in the future may have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of the Credit Agreementthis Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown. It is the intention of each Releasing Loan Party and each of its Affiliates in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified. Each Releasing Loan Party and its Affiliates 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, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Releasing Loan Party and its Affiliates understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(b) Each Releasing PartyLoan Party and its Affiliates, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by such Releasing any Loan Party pursuant to the above release. If any Releasing Party Loan Party, any of its Affiliates or any of its their respective successors, assigns or other legal representations representatives violates the foregoing covenant, such Releasing Partyeach Loan Party and its Affiliates, for itself and its respective successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violation. Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***] October 19, 2012 Side Letter Agreement.
(c) Each Releasing Loan Party hereby represents and warrants that, to its knowledge, there are no liabilities, claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent, which such Releasing any Loan Party may have or claim to have against any Released Party arising with respect to the Original Credit Agreement (and any Obligations thereunder)Obligations, the Forbearance Agreement, the Contribution Credit Agreement or any other Loan Documents, and the negotiation and execution of the Credit Agreement, Warrants, the Investors’ Rights Agreement or any other related acts, agreements and documents, and each Releasing Party further acknowledges that, as of the date hereof, it does not have any counterclaim, set-off, or defense against the Released Parties, each of which such Releasing Party hereby expressly waives.
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Samples: Credit Agreement (Globalscape Inc)