Release of Lenders. The Seller shall obtain executed release agreements and UCC partial releases with respect to the Receivables from (i) CarMax Funding II and the agent on behalf of the lenders or purchasers party to any warehouse financing document related thereto and (ii) CarMax Funding III and the agent on behalf of the lenders or purchasers party to any warehouse financing document related thereto, in each case in form and substance satisfactory to the Purchaser.
Release of Lenders. IN CONSIDERATION OF THIS FIRST AMENDMENT AND, SUBJECT TO THE CONDITIONS STATED HEREIN, EACH OF THE BORROWER AND THE GUARANTOR HEREBY RELEASES, ACQUITS, FOREVER DISCHARGES, AND COVENANTS NOT TO XXX, THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS, ALONG WITH ALL OF THEIR BENEFICIARIES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SERVANTS, ATTORNEYS AND REPRESENTATIVES, AS WELL AS THEIR RESPECTIVE HEIRS, EXECUTORS, LEGAL REPRESENTATIVES, ADMINISTRATORS, PREDECESSORS IN INTEREST, SUCCESSORS AND ASSIGNS (EACH INDIVIDUALLY, A “RELEASED PARTY” AND COLLECTIVELY, THE “RELEASED PARTIES”) FROM ANY AND ALL CLAIMS, DEMANDS, DEBTS, LIABILITIES, SUITS, OFFSETS AGAINST THE INDEBTEDNESS EVIDENCED BY THE LOAN DOCUMENTS AND ACTIONS, CAUSES OF ACTION OR CLAIMS FOR RELIEF OF WHATEVER KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED BY BORROWER OR THE GUARANTOR, WHICH THE BORROWER, THE GUARANTOR, OR ANY SUBSIDIARY MAY HAVE OR WHICH MAY HEREAFTER ACCRUE RELATED TO ANY ACTIONS OR FACTS OCCURRING PRIOR TO THE DATE OF THIS FIRST AMENDMENT AGAINST ANY RELEASED PARTY, FOR OR BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER OCCURRING ON OR PRIOR TO THE DATE OF THIS FIRST AMENDMENT, WHICH RELATE TO, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY THE CREDIT AGREEMENT, ANY NOTE, ANY SECURITY DOCUMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS EVIDENCED THEREBY, INCLUDING, WITHOUT LIMITATION, ANY DISBURSEMENTS UNDER THE CREDIT AGREEMENT, ANY NOTES, THE NEGOTIATION OF ANY OF THE CREDIT AGREEMENT, THE NOTES, OR THE OTHER LOAN DOCUMENTS, THE TERMS THEREOF, OR THE APPROVAL, ADMINISTRATION, ENFORCEMENT OR SERVICING THEREOF.
Release of Lenders. Effective as of the Closing Date, the Borrowers, jointly and severally, on behalf of themselves and all of their respective heirs, successors and assigns, (a) do hereby remise, release, acquit, satisfy and forever discharge each of the Lenders and their respective parents, subsidiaries, affiliated corporations and real estate investment trusts of the Lenders, and all of their respective past, present and future officers, directors, shareholders, employees, agents, attorneys, representatives, participants, heirs, successors and assigns (collectively, the "Lender Affiliates"), from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, either now accrued or hereafter maturing, which any of the Borrowers 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 this Agreement with respect to any matters, transactions, occurrences, agreements, actions or events arising out of, in connection with or relating to (i) any of the Bank Group Obligations or the NB Obligations, including, but not limited to, the administration or funding by any Lender of any of the loans or any other transaction giving rise to any of such Obligations, or (ii) any of the Bank Group Loan Documents or the NB Loan Documents (but specifically excluding the Settlement Documents) and the transactions described therein or the indebtedness or obligations evidenced and secured thereby; and (b) do hereby covenant and 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 the Lender Affiliates, by reason of or in connection with any of the foregoing matters, claims or causes of action; provided, however, that the foregoing release and covenant not to sue shxxx not apply to any claims arising after the Closing Date with respect to acts, occurrences or events occurring after the Closing Date.
Release of Lenders. By its signature below, each Loan Party, for itself and on behalf of its respective present and former shareholders, members, directors and officers thereof and such Loan Party’s successors (including, without limitation, any trustees or receivers acting on behalf of such Loan Party and any debtor-in-possession with respect to such Loan Party), assigns, subsidiaries and Affiliates (collectively, the “Releasors”), hereby absolutely and unconditionally releases and forever discharges each of the Senior Lender and the Subordinated Lender, and any and all of the Senior Lender’s and the Subordinated Lender’s respective participants, parent companies, subsidiaries, Affiliates, insurers, indemnitors, successors and assigns, together with all of the present and former directors, officers, agents and employees of any of the foregoing (collectively, the “Released Parties”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in Law or equity or upon contract or tort or under any state or federal Law or otherwise, which any Releasor has had, now has or has made claim to have against any Released Party for or by reason of any act, omission, matter, cause or thing whatsoever occurring or arising prior to the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured, known or unknown, liquidated or unliquidated, matured or unmatured, or fixed or contingent.
Release of Lenders. For and in consideration of Lenders’ agreement to enter into and execute this Agreement, and without any contingency, precondition, or condition subsequent, each of the Borrower Parties, for himself/herself/itself and his/her/its heirs, executors, trustees, successors and assigns, does hereby fully and forever release, relinquish, discharge, settle and compromise any and all claims, cross-claims, counterclaims, causes, damages and actions of every kind and character, and all suits, costs, damages, expenses, compensation and liabilities of every kind, character and description, whether direct or indirect, known or unknown, disclosed or hidden, in law or in equity, which he/she/it had or will have against Lenders, and/or any of Lenders’ affiliates, agents, representatives, officers, employees or contractors on account of, arising, or resulting from, or in any manner incidental to, any and every thing or event occurring or failing to occur at any time in the past up to and including the date hereof, including, without limitation, any claims relating to the Note, the Loan Agreement, the Mortgages or any other Loan Documents, any act or event relating to Lenders’ (or its designees’) possession or use of any collateral securing the Note at any time, the indebtedness evidenced by the Note, any act or event relating to the Lenders’ administration of the Loan Agreement, the Note or any other Loan Documents.
Release of Lenders. The Seller shall obtain the executed consent and release of the secured lenders as described in Section 3.02(b)(14) and the related UCC-3, in each case in form and substance satisfactory to the Purchaser, at or prior to the time of closing.
Release of Lenders. The Seller shall obtain executed release agreements and UCC partial releases with respect to the Receivables from Bank of America, N.A. (and certain other parties) and CarMax Funding, in each case in form and substance satisfactory to the Purchaser.
Release of Lenders. Each of the Guarantor and the Borrower, for itself and on behalf of its affiliated entities, successors and assigns (the "COMPANY PARTIES"), jointly and severally releases, acquits and forever discharges, each of the Beneficiaries and their respective subsidiaries, parents, affiliates, officers, directors, employees, agents, attorneys, successors and assigns, both present and former (collectively, the "BENEFICIARIES' AFFILIATES") from any and all manner of actions, causes of action, suits, debts, damages, judgments, executions, claims and demands whatsoever, asserted or unasserted, in contract, tort, law or equity which any Company Party has or may have against any of the Beneficiaries and/or the Beneficiaries' Affiliates by reason of any action, failure to act, matter or thing whatsoever arising from or based on facts occurring prior to the date hereof, including but not limited to any claim or defense that relates to, in whole or in part, directly or indirectly, (i) the making or administration of the Loan, including without limitation, any such claims and defenses based on fraud, mistake, duress, usury or misrepresentation or otherwise (ii) any covenants, agreements, duties or obligations set forth in the Finance Documents, (iii) any actions or omissions of any of the Beneficiaries' Affiliates and/or the Beneficiaries in connection with the initiation or continuing exercise of any right or remedy contained in the Finance Documents or at law or in equity, (iv) lost profits, (v) loss of business opportunity, (vi) increased financing costs, (vii) increased legal or other administrative fees, or (viii) damages to business reputation.
Release of Lenders. The Borrower hereby releases and forever discharges the Lenders, Administrative Agent, Issuing Banks and each of their past, present and future parent corporations, subsidiaries, affiliates and divisions, and their past, present and future shareholders, directors, officers, employees, attorneys, agents, investigators, and insurers, and the heirs, administrators, executors, legal representatives, trustees, successors and assigns of each of the foregoing, of and from any and all claims of any kind or character whatsoever, whether now known or hereafter discovered, absolute or contingent, direct or indirect, arising out of any act, event or occurrence of any sort whatsoever occurring on or prior to the date of this Amendment; provided, however, that the Borrower does not hereby release the obligations of the Lenders, Administrative Agent or any Issuing Bank under any of the Credit Documents (including this Amendment) arising on or after the date of this Amendment. The Borrower shall forever refrain and forebear from commencing or prosecuting any lawsuit or other proceeding against the Lenders, Administrative Agent and Issuing Banks based upon, arising out of or connected with any of the claims released by this Amendment.
Release of Lenders. The Original Loan Parties each fully, finally, and forever releases and discharges Noteholder and Servicer, and their successors, assigns, members, managers, directors, officers, employees, agents and representatives from any and all actions, causes of action, claims, debts, demands, liabilities, obligations, and suits, of whatever kind or nature, in law or equity, that the Original Loan Parties have or in the future may have, whether known or unknown in respect of the Loan, the Loan Documents, or the acts or omissions of the Noteholder or Servicer in respect of the Loan or the Loan Documents (the “Lenders’ Released Claims”). The Original Loan Parties each agree that the above release shall be effective as a full and final release of each and every matter specifically and generally referred to above. Notwithstanding the foregoing, (i) the Lenders’ Released Claims shall not include, and nothing contained in this Section 16(b) shall be deemed to be a release of the Noteholder or Servicer and their successors and assigns from, any liability and obligations of Noteholder or Service (i) arising pursuant to this Agreement, or (ii) resulting from the fraud or any material misrepresentation of Noteholder or Servicer.
