Release of Original Borrower. Effective as of the recordation of this Agreement, Original Borrower is released by Lender and HUD from its obligations as set forth in the Loan Documents arising after the date of hereof, except for recourse obligations for which it expressly has personal liability under the Note and other Loan Documents (“Recourse Obligations”), if any, to the extent such Recourse Obligations arise out of acts or events occurring or obligations arising prior to or on the date hereof. Nothing in this Agreement shall waive, compromise, impair or prejudice any right that the Lender or the Secretary might have to seek judicial, administrative or other recourse for any breach of the Loan Documents that may have occurred or accrued prior to or may occur subsequent to the date of this Agreement.
Release of Original Borrower. Effective upon the execution and delivery of the Assumption Documents by all parties thereto, Original Borrower shall be released from liability under the Loan Documents to which it is a party as to acts, events or omissions occurring, or obligations arising, after the date of this Agreement; provided, however, such release shall not apply to any acts, events or omissions of Original Borrower which occurred prior to the date of this Agreement, whether or not the effects of or damages from such acts, events or omissions are apparent or ascertainable as of the date of this Agreement.
Release of Original Borrower. Effective as of the Effective Date, Lender hereby fully releases, acquits, and forever discharges Original Borrower and each and every partner of Original Borrower (other than the Interim Guarantor and Original Guarantor) and each and every partner or member of any such partner of Original Borrower (other than the Interim Guarantor and Original Guarantor) (collectively, the “Original Borrower Parties”) from any and all actions and causes of action, claims and demands, suits, damages, costs, attorneys’ fees, expenses, debts, dues, accounts, bonds, covenants, contracts and agreements, in law or in equity, whether the same are known or unknown, accrued or unaccrued, presently existing or hereafter arising, which Lender, or anyone claiming by, through or under Lender, in any way might have or could claim against Original Borrower Parties on account of, or arising out of or in connection with the Loan or the Loan Documents.
Release of Original Borrower. In reliance on the Original Borrower’s and the Assumptor’s acknowledgments, representations and warranties in this Agreement and in consideration for releases contained in Paragraph 12 of this Agreement, Noteholder releases the Original Borrower from its obligations under the Loan Documents, provided that the Original Borrower is not released from any liability pursuant to this Agreement, the provisions of the Hazardous Materials Indemnity from Original Borrower for the Lender’s benefit, or Article 4 of the Loan Agreement, for any liability that relates to the period prior to the date hereof regardless of when any environmental hazard or other condition giving rise to any such liability thereunder is discovered. If any material element of the representations and warranties contained herein as the same relate to the Original Borrower is false as of the date of this Agreement or in the event the Original Borrower takes or causes any other party hereto (other than Noteholder) to take any actions which are in contradiction with the provisions of Paragraph 12 of this Agreement, then the release set forth in this Paragraph 7 shall be deemed canceled effective as of the date of this Agreement and the Original Borrower shall remain obligated under the Loan Documents as though there had been no such release. In the event this release is deemed to be ineffective, then the release of Lender by Original Borrower pursuant to paragraph 12 shall likewise be ineffective.
Release of Original Borrower. Lender hereby agrees that Original Borrower shall have no obligation or liability under the Loan Documents from and after the Effective Date, provided that such release (a) shall not cover any such obligation or liability accruing under the Original Loan Documents up to and including the Effective Date or any of Original Borrower’s obligations contained in this Agreement and (b) shall not be deemed to release the Seavest Longview Borrower from any obligations or liabilities with respect to the Longview Project. Notwithstanding anything to the contrary contained in the Original Loan Documents or this Agreement, if Agent, Lender, and Substitute Borrower elect to extend the Maturity Date of the Loan beyond December 28, 2011, from and after December 28, 2011, Original Borrower shall have no liability for loss suffered by Lender on account of Lender’s failure to receive full payment of principal and interest due under the Note, even if such loss is alleged to have resulted from Original Borrower’s failure to perform its obligations under the Original Loan Documents prior to the Effective Date.
Release of Original Borrower. (a) Subject to satisfaction or written waiver of all conditions to the Defeasance set forth in the Mortgage Loan Documents, Lender (a) shall promptly release and discharge the Mortgaged Property from the lien of the Security Instrument and the other Mortgage Loan Documents, (b) authorizes Original Borrower to terminate any UCC financing and/or fixture filing statements filed in connection with the Mortgage Loan naming Original Borrower as debtor, and listing all or any portion of the Mortgaged Property as collateral therein, and (c) hereby releases and discharges Original Borrower from all claims, liabilities and obligations under the Mortgage Loan Documents, the Note, and the other Defeasance Documents related to events first occurring or arising after the transfer of the Pledged Collateral to Successor Borrower; provided, however, Original Borrower shall not be released from liability for any loss or damages suffered, or expenses incurred, by Lender, Intermediary or Successor Borrower as a result of or established pursuant to a claim, liability or obligation:
Release of Original Borrower. The Lender hereby releases and discharges the Original Borrower from any further liability and obligations under the Mortgage, the Loan Agreement or any of Loan Documents accruing from and after the Effective Time, preserving, however, in full force and effect, the lien of the Mortgage on the Mortgaged Property and any and all claims, causes of action or liabilities which may have arisen or accrued on or prior to the Effective Time and remain unsatisfied.
Release of Original Borrower. As of this date, Lender hereby releases and discharges the Original Borrower from any and all liability or obligation relating to the Loan and the Loan Documents. EXECUTED and DELIVERED as of the date first recited. LENDER BANK ONE, TEXAS, N.A. By: /s/ CRAIX X. XXXXXXXX ----------------------------------- Name: Craix X. Xxxxxxxx Title: Senior Vice President BORROWER: CAPITAL SENIOR LIVING PROPERTIES, INC., a Texas corporation By: /s/ DAVIX X. XXXXXXXX ----------------------------------- Name: Davix X. Xxxxxxxx Title: Vice President XXX XXXXX XX XXXXX ) ) COUNTY OF DALLAS ) This instrument was acknowledged before me on December ____, 1997, by Craix X. Xxxxxxxx, Xxnior Vice President of BANK ONE, TEXAS, N.A., a national banking association, on behalf of said association. ----------------------------------- Notary Public, State of Texas ----------------------------------- (printed name) My Commission Expires: --------------------- THE STATE OF TEXAS ) ) COUNTY OF DALLAS ) This instrument was acknowledged before me on December ____, 1997, by Davix X. Xxxxxxxx, Xxce President of CAPITAL SENIOR LIVING PROPERTIES, INC., a Texas corporation, on behalf of said corporation. ----------------------------------- Notary Public, State of Texas ----------------------------------- (printed name) My Commission Expires: --------------------- RELEASE BY ORIGINAL BORROWER In consideration of the agreements of Lender in Section 8.16, Original Borrower hereby releases, remises, acquits and forever discharges Lender, together with its employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors (including, without limitation, Lehmxx), xuccessors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the "Released Parties"), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter accruing, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, and in any way directly or indirectly arising out of or in any way connected to the Loan Documents, or any of the transactions associated therewith, or the Property, inc...
Release of Original Borrower. By its execution hereof, Lender hereby releases Original Borrower for any acts or events occurring or obligations arising under the Loan Documents after the Acquisition Date, including the obligation to pay the indebtedness due under the Note, with the exception of any liability of Original Borrower based upon (a) any material misrepresentation of Original Borrower in this Agreement or any other document executed in connection herewith and/or (b) its obligations under Sections 4.21 and 5.8 of the Loan Agreement (“Environmental Indemnity Obligations”) that are caused by Original Borrower or any of its agents or result from the existence of conditions existing prior to the Acquisition Date or migrating to or from any portion of the Project prior to the Acquisition Date, or result from a violation of Environmental Laws (as defined in the Loan Agreement) prior to the Acquisition Date. Original Borrower shall bear the burden of proving when Hazardous Substances (as defined in the Loan Agreement) first existed upon, about or beneath the Project or began migrating to or from the Project and when a violation of Environmental Laws first occurred; provided, however, the foregoing burden of proof is for the benefit of the Lender, its successors and assigns, and is not for the benefit of any other party.
Release of Original Borrower. Lender releases Original Borrower for any acts or events occurring or obligations arising under the Loan Documents after the Effective Date with the exception of any liability of Original Borrower based upon (a) any material misrepresentation of Original Borrower in this Assumption Agreement or any other document executed in connection with this Assumption Agreement and/or (b) the obligations under the Section 5.18 of the Loan Agreement solely to the extent of claims asserted by third parties (which shall expressly exclude New Borrower, Lender and their respective Affiliates), relating to MIAMI 5057132.10 80265/47887 EXECUTION COPY the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any hazardous substance on, from or affecting the Property (the "Environmental Indemnity Obligations") or any of the other Loan Documents that are caused by Original Borrower or any of its agents or result from the existence of conditions existing prior to the Effective Date or migrating to or from any portion of the Property prior to the Effective Date, or result from a violation of any environmental laws prior to the Effective Date. Original Borrower shall bear the burden of proving when hazardous substances first existed upon, about or beneath the Property or began migrating to or from the Property and when a violation of environmental laws first occurred. The foregoing burden of proof is for the benefit of the Lender, its successors and assigns, and is not for the benefit of any other party.
